Exhibit 4.1

                                                                EXECUTION COPY

                                   INDENTURE

                                    between


                        FIFTH THIRD AUTO TRUST 2004-A,
                                   as Issuer



                                      and



                             THE BANK OF NEW YORK,
                             as Indenture Trustee



                           Dated as of June 1, 2004


<PAGE>



<TABLE>
<CAPTION>

                               Table of Contents

                                                                                                               Page

                                                ARTICLE I.
                                DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                   <C>                                                                                        <C>
Section 1.01.         Definitions.................................................................................2
Section 1.02.         Rules of Construction.......................................................................7
Section 1.03.         Incorporation by Reference of Trust Indenture Act...........................................8

                                               ARTICLE II.
                                                THE NOTES

Section 2.01.         Form........................................................................................8
Section 2.02.         Execution, Authentication and Delivery......................................................9
Section 2.03.         Temporary Notes.............................................................................9
Section 2.04.         Registration; Registration of Transfer and Exchange........................................10
Section 2.05.         Transfer Restrictions on the Class B Notes.................................................11
Section 2.06.         Mutilated, Destroyed, Lost or Stolen Notes.................................................12
Section 2.07.         Persons Deemed Owners......................................................................13
Section 2.08.         Payment of Principal and Interest; Defaulted Interest......................................13
Section 2.09.         Cancellation...............................................................................14
Section 2.10.         Book-Entry Notes...........................................................................14
Section 2.11.         Notices to Clearing Agency.................................................................15
Section 2.12.         Definitive Notes...........................................................................15
Section 2.13.         Tax Treatment..............................................................................15
Section 2.14.         ERISA......................................................................................16

                                               ARTICLE III.
                                                COVENANTS

Section 3.01.         Payment of Principal and Interest..........................................................16
Section 3.02.         Maintenance of Office or Agency............................................................16
Section 3.03.         Money for Payments To Be Held in Trust.....................................................17
Section 3.04.         Existence..................................................................................18
Section 3.05.         Protection of Trust Estate.................................................................18
Section 3.06.         Opinions as to Trust Estate................................................................19
Section 3.07.         Performance of Obligations; Servicing of Receivables.......................................19
Section 3.08.         Negative Covenants.........................................................................20
Section 3.09.         Annual Statement as to Compliance..........................................................21
Section 3.10.         Issuer May Consolidate, etc., Only on Certain Terms........................................21
Section 3.11.         Successor or Transferee....................................................................23
Section 3.12.         No Other Business..........................................................................23
Section 3.13.         No Borrowing...............................................................................23
Section 3.14.         Servicer's Obligations.....................................................................23
Section 3.15.         Guarantees, Loans, Advances and Other Liabilities..........................................23

                                      i
<PAGE>

Section 3.16.         Capital Expenditures.......................................................................23
Section 3.17.         Removal of Administrator...................................................................23
Section 3.18.         Restricted Payments........................................................................23
Section 3.19.         Notice of Events of Default................................................................24
Section 3.20.         Further Instruments and Acts...............................................................24
Section 3.21.         Perfection Representations.................................................................24

                                               ARTICLE IV.
                                        SATISFACTION AND DISCHARGE

Section 4.01.         Satisfaction and Discharge of Indenture....................................................24
Section 4.02.         Application of Trust Money.................................................................25
Section 4.03.         Repayment of Moneys Held by Paying Agent...................................................25
Section 4.04.         Release of Collateral......................................................................26

                                                ARTICLE V.
                                                 REMEDIES

Section 5.01.         Events of Default..........................................................................26
Section 5.02.         Acceleration of Maturity; Rescission and Annulment.........................................27
Section 5.03.         Collection of Indebtedness and Suits for Enforcement by Indenture Trustee;
                      Authority of the Indenture Trustee.........................................................28
Section 5.04.         Remedies; Priorities.......................................................................30
Section 5.05.         Optional Preservation of the Collateral....................................................31
Section 5.06.         Limitation of Suits........................................................................32
Section 5.07.         Unconditional Rights of Noteholders To Receive Principal and Interest......................33
Section 5.08.         Restoration of Rights and Remedies.........................................................33
Section 5.09.         Rights and Remedies Cumulative.............................................................33
Section 5.10.         Delay or Omission Not a Waiver.............................................................33
Section 5.11.         Control by Controlling Class...............................................................33
Section 5.12.         Waiver of Past Defaults....................................................................34
Section 5.13.         Undertaking for Costs......................................................................34
Section 5.14.         Waiver of Stay or Extension Laws...........................................................35
Section 5.15.         Action on Notes............................................................................35
Section 5.16.         Performance and Enforcement of Certain Obligations.........................................35

                                               ARTICLE VI.
                                          THE INDENTURE TRUSTEE

Section 6.01.         Duties of Indenture Trustee................................................................36
Section 6.02.         Rights of Indenture Trustee................................................................38
Section 6.03.         Individual Rights of Indenture Trustee.....................................................39
Section 6.04.         Indenture Trustee's Disclaimer.............................................................39
Section 6.05.         Notice of Defaults.........................................................................39
Section 6.06.         Reports by Indenture Trustee to Holders....................................................39
Section 6.07.         Compensation and Indemnity.................................................................39
Section 6.08.         Replacement of Indenture Trustee...........................................................40

                                      ii
<PAGE>

Section 6.09.         Successor Indenture Trustee by Merger......................................................41
Section 6.10.         Appointment of Co-Indenture Trustee or Separate Indenture Trustee..........................41
Section 6.11.         Eligibility; Disqualification..............................................................43
Section 6.12.         [Reserved].................................................................................44
Section 6.13.         Preferential Collection of Claims Against Issuer...........................................44
Section 6.14.         Waiver of Setoffs..........................................................................44

                                               ARTICLE VII.
                                      NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.         Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.....................44
Section 7.02.         Preservation of Information; Communications to Noteholders.................................44
Section 7.03.         Reports by Issuer..........................................................................45
Section 7.04.         Reports by Indenture Trustee...............................................................45

                                              ARTICLE VIII.
                                   ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.         Collection of Money........................................................................46
Section 8.02.         Trust Accounts.............................................................................46
Section 8.03.         General Provisions Regarding Accounts......................................................47
Section 8.04.         Release of Trust Estate....................................................................47
Section 8.05.         Opinion of Counsel.........................................................................48

                                               ARTICLE IX.
                                         SUPPLEMENTAL INDENTURES

Section 9.01.         Supplemental Indentures Without Consent of Noteholders.....................................48
Section 9.02.         Supplemental Indentures with Consent of Noteholders........................................49
Section 9.03.         Execution of Supplemental Indentures.......................................................51
Section 9.04.         Effect of Supplemental Indenture...........................................................51
Section 9.05.         Reference in Notes to Supplemental Indentures..............................................51
Section 9.06.         Conformity with Trust Indenture Act........................................................52

                                                ARTICLE X.
                                           REDEMPTION OF NOTES

Section 10.01.        Redemption.................................................................................52
Section 10.02.        Form of Redemption Notice..................................................................52
Section 10.03.        Notes Payable on Redemption Date...........................................................53

                                               ARTICLE XI.
                                              MISCELLANEOUS

Section 11.01.        Compliance Certificates and Opinions, etc..................................................53
Section 11.02.        Form of Documents Delivered to Indenture Trustee...........................................54
Section 11.03.        Acts of Noteholders........................................................................55

                                     iii
<PAGE>

Section 11.04.        Notices, etc., to Indenture Trustee, Issuer and Rating Agencies............................56
Section 11.05.        Notices to Noteholders; Waiver.............................................................56
Section 11.06.        Alternate Payment and Notice Provisions....................................................57
Section 11.07.        Effect of Headings and Table of Contents...................................................57
Section 11.08.        Successors and Assigns.....................................................................57
Section 11.09.        Separability...............................................................................57
Section 11.10.        Benefits of Indenture......................................................................57
Section 11.11.        Legal Holidays.............................................................................57
Section 11.12.        GOVERNING LAW..............................................................................58
Section 11.13.        Counterparts...............................................................................58
Section 11.14.        Recording of Indenture.....................................................................58
Section 11.15.        Trust Obligation...........................................................................58
Section 11.16.        No Petition................................................................................58
Section 11.17.        Inspection.................................................................................59
Section 11.18.        Conflict with Trust Indenture Act..........................................................59
Section 11.19.        Limitation of Liability....................................................................59

</TABLE>

SCHEDULE A........         Schedule of Receivables
SCHEDULE B........         Perfection Representations
EXHIBIT A-1.......         Form of Class A-1 Note
EXHIBIT A-2.......         Form of Class A-2 Note
EXHIBIT A-3.......         Form of Class A-3 Note
EXHIBIT A-4.......         Form of Class A-4 Note
EXHIBIT B.........         Form of Class B Note
EXHIBIT C.........         Form of Investment Letter

                                      iv
<PAGE>



<TABLE>
<CAPTION>

                           CROSS REFERENCE TABLE /1/

TIA Section                                                                              Indenture Section
-----------                                                                              -----------------
<C>   <C>                                                                                    <C>
310   (a)(1)                                                                                 6.11
      (a)(2)                                                                                 6.11
      (a)(3)                                                                                 6.10
      (a)(4)                                                                                 N.A. /2/
      (a)(5)                                                                                 6.11
      (b)                                                                                    6.08; 6.11
      (c)                                                                                    N.A.
311   (a)                                                                                    6.13
      (b)                                                                                    6.13
      (c)                                                                                    N.A.
312   (a)                                                                                    7.01; 7.02
      (b)                                                                                    7.02
      (c)                                                                                    7.02
313   (a)                                                                                    7.04
      (b)(1)                                                                                 7.04
      (b)(2)                                                                                 7.04
      (c)                                                                                    7.03; 7.04
      (d)                                                                                    7.04
314   (a)                                                                                    3.09, 7.03
      (b)                                                                                    3.06
      (c)(1)                                                                                 11.01
      (c)(2)                                                                                 11.01
      (c)(3)                                                                                 11.01
      (d)                                                                                    11.01
      (e)                                                                                    11.01
      (f)                                                                                    N.A.
315   (a)                                                                                    6.01
      (b)                                                                                    6.05; 11.05
      (c)                                                                                    6.01
      (d)                                                                                    6.01
      (e)                                                                                    5.13
316   (a) (last sentence)                                                                    1.01
      (a)(1)(A)                                                                              5.11
      (a)(1)(B)                                                                              5.12
      (a)(2)                                                                                 N.A.
      (b)                                                                                    5.07
      (c)                                                                                    5.06
317   (a)(1)                                                                                 5.03

/1/  Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of this Indenture.

/2/  N.A. means Not Applicable.

                                       i

<PAGE>
TIA Section                                                                              Indenture Section
-----------                                                                              -----------------
      (a)(2)                                                                                 5.03
      (b)                                                                                    3.03
318   (a)                                                                                    11.18

</TABLE>
                                      ii
<PAGE>

         THIS INDENTURE, dated as of June 1, 2004, is between FIFTH THIRD AUTO
TRUST 2004-A, a Delaware statutory trust (the "Issuer"), and THE BANK OF NEW
YORK, a New York banking corporation, as indenture trustee and not in its
individual capacity (the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's 1.3975% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), 2.42% Asset Backed Notes,
Class A-2 (the "Class A-2 Notes"), 3.19% Asset Backed Notes, Class A-3 (the
"Class A-3 Notes"), 3.70% Asset Backed Notes, Class A-4 (the "Class A-4 Notes"
and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes,
the "Class A Notes") and 3.61% Asset Backed Notes, Class B (the "Class B
Notes" and, together with the Class A Notes, the "Notes"):

                                GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of
the Issuer's right, title and interest, whether now owned or existing or
hereafter acquired or arising, in, to and under the following: (a) the
Receivables and all monies received thereon after the Cutoff Date; (b) the
security interests in the Financed Vehicles and any accessions thereto granted
by the related Obligors pursuant to the Receivables and any other interest of
the Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any
other proceeds with respect to the Receivables from any extended warranty,
theft and physical damage, credit life, disability or other insurance policy
covering Receivables, Financed Vehicles or Obligors, including any vendor's
single interest or other collateral protection insurance policy and Fifth
Third GAP protection; (d) any property that shall have secured a Receivable
and that shall have been acquired by or on behalf of the Banks, the Seller,
the Depositor, the Servicer or the Issuer; (e) all documents and other items
contained in the Receivable Files; (f) all proceeds from any Receivable
purchased or repurchased by a Dealer pursuant to a Dealer Agreement; (g) all
of the Seller's, the Depositor's and the Issuer's rights (but none of their
respective obligations) under the Transfer and Sale Agreement; (h) all of the
Depositor's and the Issuer's rights (but none of their respective obligations)
under the Receivables Purchase Agreement; (i) all of the Issuer's rights (but
none of its obligations) under the Sale and Servicing Agreement and the
Administration Agreement; (j) all funds on deposit from time to time in the
Trust Accounts and in all investments therein and proceeds thereof (including
all Investment Earnings thereon); (k) all accounts, money, chattel paper,
securities, instruments, documents, deposit accounts, certificates of deposit,
letters of credit, advices of credit, banker's acceptances, uncertificated
securities, general intangibles, contract rights, goods and other property
consisting of, arising from or relating to any and all of the foregoing; and
(l) the proceeds of any and all of the foregoing (collectively, with the
assets listed in clauses (a) through (k) above, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, except
as otherwise set forth herein, and to secure compliance with the provisions of
this Indenture, all as provided in this Indenture. This Indenture is a
security agreement within the meaning of the UCC.

<PAGE>

         The Indenture Trustee, on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties
required in this Indenture to the end that the interests of the Holders of the
Notes may be adequately and effectively protected.

         Without limiting the foregoing Grant, any Receivable purchased by the
Seller, the Transferor or the Servicer pursuant to the Sale and Servicing
Agreement, the Transfer and Sale Agreement or the Receivables Purchase
Agreement, as the case may be, shall be deemed to be automatically released
from the lien of this Indenture without any action being taken by the
Indenture Trustee upon payment by the Seller, the Transferor or the Servicer,
as applicable, of the related Purchase Amount for such Purchased Receivables.

                                  ARTICLE I.
                  DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

               (a) Definitions. Except as otherwise specified herein or as the
context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture.

         "Act" has the meaning specified in Section 11.03(a).

         "Authorized Officer" means, with respect to the Issuer, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, the
president, treasurer or secretary of the Administrator or any executive vice
president, senior vice president, vice president, assistant secretary or
assistant treasurer or more senior officer of the Administrator who is
authorized to act for the Administrator in matters relating to the Issuer and
to be acted upon by the Administrator pursuant to the Administration Agreement
and who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).

         "Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

                                      2
<PAGE>

         "Controlling Class" means (i) if the Class A Notes have not been paid
in full, the Class A Notes, voting together as a single Class and (ii) if the
Class A Notes have been paid in full and any Class B Notes are Outstanding,
the Class B Notes.

         "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business is
administered, which office at the date of execution of this Indenture is
located at 101 Barclay Street, Floor 8 West, New York, New York 10286
(facsimile number (212) 815-2493); Attention: Asset Backed Securities Unit, or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee at the address designated by such
successor Indenture Trustee by notice to the Noteholders and the Issuer.

         "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

         "Definitive Notes" has the meaning specified in Section 2.10.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary, the Controller or the Treasurer of such corporation;
and with respect to any partnership, any general partner thereof.

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and a right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.

         "Holder" or "Noteholder" means a Person in whose name a Note is
registered on the Note Register.

         "Indenture Trustee" means The Bank of New York, a New York banking
corporation, not in its individual capacity, but as Indenture Trustee under
this Indenture, or any successor Indenture Trustee under this Indenture.

                                      3
<PAGE>

         "Independent" means, when used with respect to any specified Person,
that such Person (a) is in fact independent of the Issuer, any other obligor
on the Notes, the Banks, the Seller, the Depositor and any Affiliate of any of
the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
the Banks, the Seller, the Depositor or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Banks, the Seller, the Depositor or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, made
by an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

         "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate, the
Class A-3 Rate, the Class A-4 Rate or the Class B Rate, as the context may
require.

         "Issuer" means Fifth Third Auto Trust 2004-A, a Delaware statutory
trust, until a successor replaces it and, thereafter, means the successor and,
for purposes of any provision contained herein and required by the TIA, each
other obligor on the Notes.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee, as specified in this Indenture.

         "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note or a Class B Note, as the context may require.

         "Note Depository Agreement" means the agreement dated June 17, 2004,
among the Issuer, the Administrator, the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the
Class B Notes.

         "Note Owner" means, with respect to a Book-Entry Note, the Person who
is the beneficial owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.04.

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any

                                      4
<PAGE>

reference in this Indenture to an Officer's Certificate shall be to an
Officer's Certificate of any Authorized Officer of the Issuer.

         "Opinion of Counsel" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be an
employee of or counsel to the Issuer and who shall be satisfactory to the
Indenture Trustee, and which opinion or opinions shall be addressed to the
Indenture Trustee, shall comply with any applicable requirements of Section
11.01 and shall be in form and substance satisfactory to the Indenture
Trustee.

         "Outstanding" means, as of any date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

               (i) Notes theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation;

               (ii) Notes or portions thereof the payment for which money in
the necessary amount has been theretofore deposited with the Indenture Trustee
or any Paying Agent in trust for the Holders of such Notes (provided, however,
that if such Notes are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision for such notice has been made,
satisfactory to the Indenture Trustee); and

               (iii) Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are
held by a "protected purchaser" (within the meaning of Section 8-303 of the
UCC);

         provided, however, that in determining whether the Holders of the
requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor on the Notes, the
Seller, the Servicer, the Depositor or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that a Responsible Officer of the Indenture Trustee knows to be so
owned shall be so disregarded. Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other
obligor on the Notes, the Seller, the Servicer, the Depositor or any Affiliate
of any of the foregoing Persons.

         "Outstanding Amount" means, as of any date of determination and as to
any Notes, the aggregate principal amount of such Notes Outstanding as of such
date of determination.

         "Paying Agent" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 and is authorized by the Issuer to make payments to and distributions
from the Collection Account, the Principal Distribution Account and the
Reserve Account, including payments of principal of or interest on the Notes
on behalf of the Issuer.

                                      5
<PAGE>

         "Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
national banking association, unincorporated organization or government or any
agency or political subdivision thereof.

         "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) or plan (as defined in Section 4975(e)(1) of the Code) that is subject
to Title I of ERISA or to Section 4975 of the Code or any Similar Law, or a
Person investing on behalf of or with plan assets of such a plan.

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

         "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

         "PTCE" means a prohibited transaction class exemption issued by the
United States Department of Labor.

         "Record Date" means, with respect to the Notes and as to any
Distribution Date or Redemption Date, the close of business on the day
immediately preceding such Distribution Date or Redemption Date, unless the
Notes are no longer Book-Entry Notes, in which case the Record Date will be
the last day of the month preceding such Distribution Date or Redemption Date.

         "Redemption Date" means, as the context requires, in the case of a
redemption of the Notes pursuant to Section 10.01, the Distribution Date
specified by the Servicer or the Issuer pursuant to Section 10.01.

         "Redemption Price" means in the case of a redemption of the Notes
pursuant to Section 10.01, an amount equal to the unpaid principal amount of
the Notes redeemed plus accrued and unpaid interest thereon at the applicable
Interest Rate plus interest on any overdue interest at the applicable Interest
Rate (to the extent lawful) for each Note being so redeemed to but excluding
the Redemption Date.

         "Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

         "Responsible Officer" means, when used with respect to the Indenture
Trustee, any officer within the corporate trust department of the Indenture
Trustee, including any vice president, assistant vice president, assistant
treasurer, trust officer or any other officer of the Indenture Trustee who
customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person's knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                                      6
<PAGE>

         "Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of June 1, 2004, among the Issuer, the Indenture Trustee,
Citigroup Vehicle Securities Inc., as depositor, Fifth Third Auto Funding LLC,
as seller, and Fifth Third Bank, an Ohio banking corporation, as servicer,
administrator and custodian, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

         "Schedule of Receivables" means the lists of Receivables set forth in
Schedule A (which Schedule may be in the form of microfiche or electronic
format).

         "Securities Act" means the Securities Act of 1933, as amended.

         "Similar Law" means a federal, state or local law that imposes
requirements similar to Title I of ERISA or Section 4975 of the Code.

         "STAMP" has the meaning specified in Section 2.04.

         "State" means any one of the 50 states of the United States of
America, or the District of Columbia.

         "Successor Servicer" has the meaning specified in Section 4.07(f).

         "Treasury Regulations" means regulations of the U.S. Treasury
Department under the Internal Revenue Code of 1986, as amended.

         "Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code as in effect in the relevant jurisdiction, as amended from
time to time.

               (b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used herein but not otherwise defined
shall have the meanings ascribed thereto in Section 1.01 of the Sale and
Servicing Agreement.

         Section 1.02. Rules of Construction. Unless the context otherwise
requires:


               (a) a term has the meaning assigned to it;

               (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as
in effect from time to time;

               (c) "or" is not exclusive;

               (d) "including" means including without limitation;

                                      7
<PAGE>

               (e) definitions are applicable to the singular and plural forms
of such terms and to the masculine, feminine and neuter genders of such terms;
and

               (f) any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

         Section 1.03.      Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meaning assigned to them by such definitions.

                                  ARTICLE II.

                                   THE NOTES

         Section 2.01.  Form. The Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case
together with the Indenture Trustee's certificate of authentication, shall be
in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit B, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of such Note.

                                      8
<PAGE>

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and
Exhibit B are part of the terms of this Indenture.

         Section 2.02.   Execution, Authentication and Delivery. The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers. The signature of any such Authorized Officer on the Notes may be
manual or facsimile.

         Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuer Order authenticate and
deliver Class A-1 Notes for original issue in an aggregate principal amount of
$141,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $296,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $140,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $141,125,000 and Class B Notes for original
issue in an aggregate principal amount of $20,625,000. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes
and Class B Notes outstanding at any time may not exceed such respective
amounts except as provided in Section 2.06.

         The Class A Notes shall be issuable as registered Notes in minimum
denominations of $1,000 and in integral multiples of $1 in excess thereof. The
Class B Notes shall be issuable as registered Notes in minimum denominations
of $100,000 and in integral multiples of $1,000 in excess thereof.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.

         Section 2.03.  Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

         If temporary Notes are issued, the Issuer shall cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.02, without charge to the
Holder.

                                      9
<PAGE>

Upon surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute, and the Indenture Trustee shall authenticate and deliver in
exchange therefor, a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

          Section 2.04.  Registration; Registration of Transfer and
Exchange. The Issuer shall cause to be kept a register (the "Note Register")
in which, subject to such reasonable regulations as it may prescribe, the Note
Registrar shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee initially shall be the "Note
Registrar" for the purpose of registering Notes and transfers of Notes as
herein provided. Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.

         If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture
Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof, and the Indenture Trustee shall have the
right to conclusively rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and number of such Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

         At the option of the Holder, Notes may be exchanged for other Notes
of the same Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute,
and the Indenture Trustee, without having to verify that the requirements of
8-401(a) have been met, shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, the Notes that the Noteholder making the exchange
is entitled to receive.

         All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in

                                      10
<PAGE>

the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Exchange Act.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.03 or 9.05 not involving any transfer.

         The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

         The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the transfer
of Notes.

         The Indenture Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Note, other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with
the express requirements hereof.

         Section 2.05.     Transfer Restrictions on the Class B Notes.

         No sale, pledge or other transfer of a Class B Note shall be made
unless such sale, pledge or other transfer is made (I) to the Depositor, the
Seller or one of the Banks or (II)(A) pursuant to an effective registration
statement under the Securities Act, (B) for so long as the Class B Notes are
eligible for resale pursuant to Rule 144A under the Securities Act ("Rule
144A"), to a Person the transferor reasonably believes after due inquiry is a
"qualified institutional buyer" as defined in Rule 144A that purchases for its
own account or for the account of a qualified institutional buyer to whom
notice is given that the transfer is being made in reliance on Rule 144A, or
(C) pursuant to another available exemption from the registration requirements
of the Securities Act and (III) in all cases, in accordance with any
applicable securities laws of any State of the United States and any other
relevant jurisdiction. The Depositor and the Indenture Trustee may require an
opinion of counsel to be delivered to it in connection with any transfer of
the Class B Notes pursuant to clauses (II)(A) or (C) above.

         The Class B Notes shall bear legends stating that they have not been
registered under the Securities Act and are subject to the restrictions on
transfer described in this Section 2.05. Each transferee of a Class B Note
that is a Book-Entry Note, by acceptance of such Note, shall be deemed to have
accepted such Note subject to the restrictions on transferability set forth in
the immediately preceding paragraph and in the typewritten Note representing
such Book-Entry Note delivered to the Clearing Agency. A Class B Note in the
form of a Definitive Note may not be transferred, directly or indirectly, to
any Person, other than the Depositor, the Seller or one of

                                      11
<PAGE>

the Banks, unless (A) the transferee of the Class B Note certifies in an
investment letter, substantially in the form of Exhibit E attached hereto, to
the Depositor and the Indenture Trustee that such Person is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) or (B)
the transferee of the Class B Note delivers to the Depositor and the Indenture
Trustee an opinion of counsel that such transfer is permitted pursuant to
clause (II)(A) or (C) of the immediately preceding paragraph. Any opinions of
counsel required in connection with a transfer shall be by counsel reasonably
acceptable to the Depositor and the Indenture Trustee.

         In order to preserve the exemption for resales and transfers provided
by Rule 144A under the Securities Act, the Issuer shall provide to any Holder
of a Class B Note and any prospective purchaser designated by such Holder,
upon request of such Holder or such prospective purchaser, such information
required by Rule 144A as will enable the resale of such Class B Note to be
made pursuant to Rule 144A. The Note Registrar and the Indenture Trustee shall
cooperate with the Issuer in providing the Issuer such information regarding
the Class B Notes, the Trust Estate and other matters regarding the Issuer as
the Issuer shall reasonably request to meet its obligations under the
preceding sentence.

         Section 2.06.     Mutilated, Destroyed, Lost or Stolen Notes.
If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by it to hold the Issuer
and the Indenture Trustee harmless, then, in the absence of notice to the
Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a "protected purchaser" (within the meaning of Section 8-303 the
UCC), and provided that the requirements of Section 8-405 of the UCC are met,
the Issuer shall execute, and upon an Issuer Order the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within 15 days shall be due and payable,
or shall have been called for redemption, instead of issuing a replacement
Note, the Issuer may pay such destroyed, lost or stolen Note when so due or
payable or upon the Redemption Date without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen
Note, a "protected purchaser" (within the meaning of Section 8-303 of the UCC)
of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note
from such Person to whom such replacement Note was delivered or any assignee
of such Person, except a "protected purchaser" (within the meaning of Section
8-303 of the UCC), and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section, the
Issuer or the Indenture Trustee may require the payment by the Holder of such
Note of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee or the Note
Registrar) connected therewith.

                                      12
<PAGE>

         Every replacement Note issued pursuant to this Section in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 2.07. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) as the owner of
such Note for the purpose of receiving payments of principal of and interest,
if any, on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Issuer, the Indenture Trustee or any
agent of the Issuer or the Indenture Trustee shall be affected by notice to
the contrary.

         Section 2.08. Payment of Principal and Interest; Defaulted Interest.

              (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes shall accrue interest at the Class
A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the
Class B Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit
A-3, Exhibit A-4 and Exhibit B, respectively, and such interest shall be
payable on each Distribution Date as specified therein, subject to Section
3.01. Any installment of interest or principal payable on a Note that is
punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person whose name appears as the
Registered Holder of such Note (or one or more Predecessor Notes) in the Note
Register as of the close of business on the related Record Date by check
mailed first-class postage prepaid to such Person's address as it appears on
the Note Register on such Record Date without requiring that the Note be
submitted for notation of payment, except that, unless Definitive Notes have
been issued pursuant to Section 2.12, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payment shall be made by wire transfer in
immediately available funds to the account designated by such nominee;
provided, however, that the final installment of principal payable with
respect to such Note on a Distribution Date or on the related Final Scheduled
Distribution Date (including the Redemption Price for any Note called for
redemption pursuant to Section 10.01) shall be payable as provided in
paragraph (b) below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

              (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in Section 3.01 hereof and the forms of the
Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and
Exhibit B. Notwithstanding the foregoing: (A) the entire unpaid principal
amount of each Class of notes shall be due and payable on the Final Scheduled
Distribution Date for such Class and (B) the entire unpaid principal amount of
each Class of Notes shall be due and payable, if not previously paid, on the
date on which an Event of Default shall have occurred and be continuing, if
the Indenture Trustee or the

                                      13
<PAGE>

Holders of the Notes representing a majority of the Outstanding Amount of the
Notes have declared the Notes to be immediately due and payable in manner
provided in Section 5.02. All principal payments on each Class of Notes shall
be made pro rata to the Noteholders of each Class entitled thereto. Upon
written notice thereof, the Indenture Trustee shall notify the Person who was
the Registered Holder as of the Record Date preceding the Distribution Date on
which the Issuer expects the final installment of principal of and interest on
such Note to be paid. Such notice shall specify that such final installment
will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment
of such installment, which shall be at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as
provided in Section 10.02.

              (c) If the Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate on the next
Distribution Date. The Issuer shall pay such defaulted interest to the Persons
who are Noteholders on the Record Date immediately preceding the Distribution
Date on which such payment is made.

         Section 2.09.     Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Notes may be
held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be returned to it; provided, that such
Issuer Order is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

         Section 2.10. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Owner thereof will receive a
Definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.12. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant
to Section 2.12:

                  (i) the provisions of this Section shall be in full force
and effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
entitled to deal with the Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on the Notes and the
giving of notices, instructions or directions hereunder) as the sole holder of
the Notes, and shall have no obligation to the Note Owners;

                                      14
<PAGE>

                  (iii) to the extent that the provisions of this Section
conflict with any other provisions of this Indenture, the provisions of this
Section shall control;

                  (iv) the rights of Note Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such Note Owners and the Clearing Agency or the
Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the Notes to such Clearing Agency Participants; and

                  (v) whenever this Indenture requires or permits actions to
be taken based upon instructions or directions of Holders of Notes evidencing
a specified percentage of the Outstanding Amount of the Notes (or any Class
thereof, including the Controlling Class), the Clearing Agency shall be deemed
to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners or Clearing Agency Participants
owning or representing, respectively, such required percentage of the
beneficial interest in the Outstanding Amount of the Notes (or Class thereof,
including the Controlling Class) and has delivered such instructions to the
Indenture Trustee.

          Section 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to such Note Owners.

         Section 2.12. Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Notes and the Administrator is unable to locate a qualified successor or (ii)
after the occurrence of an Event of Default or a Servicer Termination Event,
Note Owners of the Book-Entry Notes representing beneficial interests
aggregating at least a majority of the Outstanding Amount of such Notes,
voting together as a single Class, advise the Clearing Agency in writing that
the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of such Note Owners, then the Clearing Agency
shall notify all Note Owners, the Administrator and the Indenture Trustee of
the occurrence of any such event and of the availability of Definitive Notes
to Note Owners requesting the same. Upon surrender to the Indenture Trustee of
the typewritten Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the Indenture Trustee upon an Issuer Order shall authenticate the Definitive
Notes in accordance with the written instructions of the Clearing Agency. None
of the Issuer, the Note Registrar, the Administrator or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize
the Holders of the Definitive Notes as Noteholders.

         Section 2.13. Tax Treatment. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income, single business and

                                      15
<PAGE>

franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. The Issuer, by
entering into this Indenture, and each Noteholder, by its acceptance of a Note
(and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal, state and local income
and franchise tax purposes as indebtedness.

         Section 2.14. ERISA. Each Noteholder, by its acceptance of a Note
will be deemed to represent (and each Note Owner by its acceptance of an
interest in the applicable Book-Entry Note will be deemed to have represented)
that either (x) it is not a Plan and is not investing the assets of a Plan or
(y) in the case of an acquisition of a Class A Note or an interest therein,
its purchase and holding of a Class A Note or any interest in a Class A Note
will satisfy the requirements for relief under PTCE 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or in the case of a Plan
subject to a Similar Law, will not result in a nonexempt violation of such
Similar Law.

                                 ARTICLE III.

                                   COVENANTS

         Section 3.01. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes, the Sale and Servicing Agreement and
this Indenture. Without limiting the foregoing, subject to Section 8.02(c), on
each Distribution Date, the Issuer will cause to be distributed all amounts
deposited pursuant to the Sale and Servicing Agreement into the Collection
Account (to the extent set forth in Section 5.06 of the Sale and Servicing
Agreement and Sections 5.04(b) and 8.02 of this Indenture) and the Principal
Distribution Account (i) for the benefit of the Class A-1 Notes, to the Class
A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3
Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders and (v) for the benefit of the Class B Notes, to the Class B
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest or principal shall be considered to have
been paid by the Issuer to such Noteholder for all purposes of this Indenture.

         Section 3.02. Maintenance of Office or Agency. The Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or
agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. Such office will initially be
located at 101 Barclay Street - 8 West, New York, New York 10286, Attention:
Asset Backed Securities Unit. The Issuer will give prompt written notice to
the Indenture Trustee of the location, and of any change in the location, of
any such office or agency. If at any time the Issuer shall fail to maintain
any such office or agency or shall fail to furnish the Indenture Trustee with
the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

                                      16
<PAGE>

         Section 3.03. Money for Payments To Be Held in Trust. All payments of
amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Collection Account, the Principal Distribution
Account and the Reserve Account shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from
the Collection Account, the Principal Distribution Account or the Reserve
Account for payment of the Notes shall be paid over to the Issuer except as
provided in this Section.

         On or before 11:00 a.m., New York City time, on each Distribution
Date and Redemption Date, the Issuer shall deposit or cause to be deposited
into the Collection Account an aggregate sum sufficient to pay the amounts
then becoming due under the Notes and other Persons entitled to payment on
each Payment Date, and the Paying Agent shall hold such sums in trust for the
benefit of the Persons entitled thereto, and (unless the Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action
or failure so to act.

         The Issuer will cause each Paying Agent (other than the Indenture
Trustee) to execute and deliver to the Indenture Trustee an instrument in
which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section, that such Paying Agent will:

                  (i) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided and pay such sums to such Persons as provided herein and in
the other Basic Documents;

                  (ii) give the Indenture Trustee notice of any default by the
Issuer (or any other obligor on the Notes) of which it has actual knowledge in
the making of any payment required to be made with respect to the Notes;

                  (iii) at any time during the continuance of any such
default, upon the written request of the Indenture Trustee, forthwith pay to
the Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iv) immediately resign as a Paying Agent and forthwith pay
to the Indenture Trustee all sums held by it in trust for the payment of Notes
if at any time it ceases to meet the standards required to be met by a Paying
Agent at the time of its appointment; and

                  (v) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums
held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                                      17
<PAGE>

         Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged
from such trust and be paid upon Issuer Request to the Issuer; and the Holder
of such Note shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof (but only to the extent of the amounts so paid
to the Issuer), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense and direction of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt
and employ, at the expense and direction of the Issuer, any other reasonable
means of notification of such repayment (including, but not limited to,
mailing notice of such repayment to Holders whose Notes have been called but
have not been surrendered for redemption or whose right to or interest in
moneys due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for
each such Holder).

         Section 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction
where the failure to do so would materially and adversely affect the validity
and enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

         Section 3.05. Protection of Trust Estate. The Issuer will from time
to time execute and deliver all such supplements and amendments hereto and all
such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

                  (i) maintain or preserve the lien and security interest (and
the priority thereof) created by this Indenture or carry out more effectively
the purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of
any Grant made or to be made by this Indenture;

                  (iii) enforce any of the Collateral;

                  (iv) preserve and defend title to the Trust Estate and the
rights of the Indenture Trustee and the Noteholders in such Trust Estate
against the claims of all Persons; or

                  (v) Grant more effectively all or any portion of the
Collateral.

                                      18
<PAGE>

The Issuer hereby designates the Indenture Trustee, as its agent and
attorney-in-fact, to execute upon an Issuer Order any instrument required to
be executed pursuant to this Section 3.05. The Issuer hereby authorizes but
does not obligate the Indenture Trustee to file all financing statements,
continuation statements or other instruments required to be filed by the
Issuer in accordance with this section.

         Notwithstanding any statement to the contrary contained herein or in
any other Basic Document, the Issuer shall not be required to notify any
insurer or Dealer about any aspect of the transactions contemplated by the
Basic Documents.

         Section 3.06. Opinions as to Trust Estate.

             (a) On the Closing Date, the Issuer shall cause to be furnished
to the Indenture Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the filing of any
financing statements and continuation statements, as are necessary to perfect
and make effective the lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

             (b) On or before April 30, in each calendar year, beginning in
2005, the Issuer shall cause to be furnished to the Indenture Trustee and the
Rating Agencies an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
filing of any financing statements and continuation statements as is necessary
to maintain the lien and security interest created by this Indenture and
reciting the details of such action, or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the lien and security interest of this
Indenture until April 30 in the following calendar year.

         Section 3.07. Performance of Obligations; Servicing of Receivables.

             (a) The Issuer will not take any action and will use its
reasonable best efforts not to permit any action to be taken by others that
would release any Person from any of such Person's material covenants or
obligations under any instrument or agreement included in the Trust Estate or
that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such
instrument or agreement, except as ordered by any bankruptcy or other court or
as expressly provided in this Indenture, the Sale and Servicing Agreement or
such other instrument or agreement.

             (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the

                                      19
<PAGE>

Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to
be action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture.

             (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Trust Estate,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of
this Indenture and the other Basic Documents in accordance with and within the
time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof other than in accordance
with the amendment provisions set forth in such Basic Document.

             (d) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee thereof. As soon as a successor servicer (a "Successor
Servicer") is appointed in accordance with the Sale and Servicing Agreement,
the Issuer shall notify the Indenture Trustee in writing of such appointment,
specifying in such notice the name and address of such Successor Servicer.

             (e) Without limitation of the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer hereby agrees not to (i) amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of
any Collateral or the Basic Documents, except in the manner provided in the
Basic Documents, or (ii) waive timely performance or observance by the
Servicer or the Seller under the Sale and Servicing Agreement.

         Section 3.08. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

                  (i) except as expressly permitted by this Indenture, the
Receivables Purchase Agreement or the Sale and Servicing Agreement, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Trust Estate, unless directed to
do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code or applicable state law)
or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate;

                  (iii) dissolve or liquidate in whole or in part; or

                  (iv) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (B)

                                      20
<PAGE>

permit any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien of this Indenture) to be created on or extend
to or otherwise arise upon or burden the Trust Estate or any part thereof or
any interest therein or the proceeds thereof (other than tax liens, mechanics'
liens and other liens that arise by operation of law, in each case on any of
the Financed Vehicles and arising solely as a result of an action or omission
of the related Obligor) or (C) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics' or other lien) security interest in the Trust Estate.
Notwithstanding any statement to the contrary contained herein or in any other
Basic Document, the Issuer shall not be required to notify any insurer or
Dealer about any aspect of the transactions contemplated by the Basic
Documents.

         Section 3.09. Annual Statement as to Compliance. The Issuer
will deliver to the Indenture Trustee and the Rating Agencies, within 120 days
after the end of each fiscal year of the Issuer (commencing with the fiscal
year ending December 31, 2004), an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that:

                  (i) a review of the activities of the Issuer during such
year and of its performance under this Indenture has been made under such
Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge,
based on such review, the Issuer has complied with all conditions and
covenants under this Indenture throughout such year or, if there has been a
default in its compliance with any such condition or covenant, specifying each
such default known to such Authorized Officer and the nature and status
thereof.

         Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

             (a) The Issuer shall not consolidate or merge with or into any
other Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and
existing under the laws of the United States of America or any State and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the
due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on
the part of the Issuer to be performed or observed, all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction;

                  (iv) the Issuer shall have received an Opinion of Counsel
(and shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have

                                      21
<PAGE>

any material adverse federal tax consequence to the Issuer, any Noteholder or
any Certificateholder;

                  (v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such consolidation or merger and such supplemental indenture comply with this
Article III and that all conditions precedent herein provided for relating to
such transaction have been complied with (including any filing required by the
Exchange Act) in all material respects.

             (b) The Issuer shall not convey or transfer any of its properties
or assets, including those included in the Trust Estate, to any Person, unless:

                  (i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted (A) shall be a United States citizen or a Person organized
and existing under the laws of the United States of America or any State, (B)
expressly assumes, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the
due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on
the part of the Issuer to be performed or observed, all as provided herein,
(C) expressly agrees by means of such supplemental indenture that all right,
title and interest so conveyed or transferred shall be subject and subordinate
to the rights of Holders of the Notes, (D) expressly agrees to indemnify,
defend and hold harmless the Issuer and the Indenture Trustee against and from
any loss, liability or expense arising under or related to this Indenture and
the Notes and (E) expressly agrees by means of such supplemental indenture
that such Person (or, if a group of Persons, one specified Person) shall make
all filings with the Commission (and any other appropriate Person) required by
the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction;

                  (iv) the Issuer shall have received an Opinion of Counsel
(and shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse federal tax
consequence to the Issuer, any Noteholder or any Certificateholder;

                  (v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such conveyance or transfer and such supplemental indenture comply with this
Article III and that all conditions precedent herein

                                      22
<PAGE>

provided for relating to such transaction have been complied with (including
any filing required by the Exchange Act) in all material respects.

         Section 3.11. Successor or Transferee.

             (a) Upon any consolidation or merger of the Issuer in accordance
with Section 3.10(a), the Person formed by or surviving such consolidation or
merger (if other than the Issuer) shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture
with the same effect as if such Person had been named as the Issuer herein.

             (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10(b), Fifth Third Auto Trust
2004-A will be released from every covenant and agreement of this Indenture to
be observed by or performed on the part of the Issuer with respect to the
Notes immediately upon the delivery of written notice to the Indenture Trustee
stating that Fifth Third Auto Trust 2004-A is to be so released.

         Section 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Basic
Documents and any activities incidental thereto. The Issuer shall not fund the
purchase of any receivables other than the Receivables.

         Section 3.13. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for any borrowings, (including, without limitation, any such
indebtedness evidenced by notes, bonds, debentures or similar instruments),
except for the Notes.

         Section 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement.

         Section 3.15. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Indenture and the other Basic Documents, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, or any other interest in, or make
any capital contribution to, any Person.

         Section 3.16. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         Section 3.17. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall only remove the Administrator in accordance with
the Administration Agreement.

         Section 3.18. Restricted Payments. Except with respect to the
proceeds from issuance of the Notes, the Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or

                                      23
<PAGE>

otherwise with respect to any ownership or equity interest or security in or
of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, distributions as contemplated by,
and to the extent funds are available for such purpose under, the Sale and
Servicing Agreement, this Indenture or the other Basic Documents. The Issuer
will not, directly or indirectly, make payments to or distributions from the
Principal Distribution Account, the Collection Account or the Reserve Account
except in accordance with this Indenture and the other Basic Documents.

         Section 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder, of each default on the part of the Servicer or the
Seller of its respective obligations under the Sale and Servicing Agreement,
of each default on the part of the Seller of its obligations under the
Receivables Purchase Agreement and of each default on the part of the
Transferor of its obligations under the Transfer and Sale Agreement.

         Section 3.20. Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.

         Section 3.21. Perfection Representations. The Issuer further makes
all the representations, warranties and covenants set forth in Schedule B.

                                 ARTICLE IV.

                          SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16 and 3.18, (v) the
rights and immunities of the Indenture Trustee hereunder (including the rights
of the Indenture Trustee under Section 6.07) and the obligations of the
Indenture Trustee under Section 4.02 and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

                  (A) either:

                                    (1) all Notes theretofore authenticated
and delivered (other than (i) Notes that have been destroyed, lost or stolen
and that have been replaced or paid as provided in Section 2.06 and (ii) Notes
for the payment of which money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer
or discharged from such trust, as provided in Section 3.03) have been
delivered to the Indenture Trustee for cancellation; or

                                      24
<PAGE>

                                    (2) all Notes not theretofore delivered to
the Indenture Trustee for cancellation

                                      a. have become due and payable,

                                      b. will become due and payable at the
                  Class B Final Scheduled Distribution Date within one year or

                                      c. are to be called for redemption
                  within one year under arrangements satisfactory to the
                  Indenture Trustee for the giving of notice of redemption by
                  the Indenture Trustee in the name, and at the expense, of
                  the Issuer;

         and the Issuer, in the case of a, b, or c above, has irrevocably
         deposited or caused to be irrevocably deposited with the Indenture
         Trustee cash or direct obligations of or obligations guaranteed by
         the United States of America (that will mature prior to the date such
         amounts are payable), in trust for such purpose, in an amount
         sufficient to pay and discharge the entire indebtedness on such Notes
         not theretofore delivered to the Indenture Trustee for cancellation
         when due to the applicable Final Scheduled Distribution Date or
         Redemption Date (if Notes shall have been called for redemption
         pursuant to Section 10.01), as the case may be;

                  (B) the Issuer has paid or caused to be paid all other sums
                  payable hereunder by the Issuer including, but not limited
                  to, fees and expenses due to the Indenture Trustee; and

                  (C) the Issuer has delivered to the Indenture Trustee an
                  Officer's Certificate, an Opinion of Counsel and (if
                  required by the TIA or the Indenture Trustee) an Independent
                  Certificate from a firm of certified public accountants,
                  each meeting the applicable requirements of Section 11.01(a)
                  and, subject to Section 11.02, each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

         Section 4.02. Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust
and applied by it in accordance with the provisions of the Notes, this
Indenture and the Sale and Servicing Agreement to the payment, either directly
or through any Paying Agent, as the Indenture Trustee may determine, to the
Holders of the particular Notes for the payment or redemption of which such
moneys have been deposited with the Indenture Trustee, of all sums due and to
become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein, in the Sale
and Servicing Agreement or by law.

         Section 4.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon written demand of the Issuer, be paid to the Indenture Trustee to
be held and applied according to Section 3.03; and thereupon, such Paying
Agent shall be released from all further liability with respect to such
moneys.

                                      25
<PAGE>

         Section 4.04. Release of Collateral. Subject to Section 11.01 and the
terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt by it of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates. If the Commission shall
issue any exemptive order under TIA ss. 304(d) modifying the Issuer's
obligations under TIA ss.ss. 314(c) and 314(d)(1), subject to Section 11.01
and the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture in accordance with the conditions and
procedures set forth in such exemptive order.

                                  ARTICLE V.

                                   REMEDIES

         Section 5.01. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

                  (i) default in the payment of any interest on any Note of
the Controlling Class when the same becomes due and payable, and such default
shall continue for a period of five days;

                  (ii) default in the payment of the principal of or any
installment of the principal of any Note when the same becomes due and
payable;

                  (iii) default in the observance or performance of any
covenant or agreement of the Issuer made in this Indenture (other than a
covenant or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with), or any representation or
warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have
been incorrect as of the time when the same shall have been made, which
default materially and adversely affects the Noteholders, and such default
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 60 days after there shall have
been given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
25% of the Outstanding Amount of the Controlling Class, a written notice
specifying such default or incorrect representation or warranty and requiring
it to be remedied and stating that such notice is a notice of Default
hereunder;

                  (iv) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Trust Estate in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the appointment of a conservator, receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the

                                      26
<PAGE>

Trust Estate, or the ordering of the winding-up or liquidation of the Issuer's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

                  (v) the commencement by the Issuer of a voluntary case under
any applicable federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by the Issuer to the entry of an
order for relief in an involuntary case under any such law, or the consent by
the Issuer to the appointment of or taking of possession by a conservator,
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or for any substantial part of the Trust Estate, or the
making by the Issuer of any general assignment for the benefit of creditors,
or the failure by the Issuer generally to pay its debts as such debts become
due, or the taking of any action by the Issuer in furtherance of any of the
foregoing.

The Issuer shall promptly deliver to the Indenture Trustee written notice in
the form of an Officer's Certificate of any event that with the giving of
notice and the lapse of time would become an Event of Default under clause
(iii), its status and what action the Issuer is taking or proposes to take
with respect thereto.

         Section 5.02. Acceleration of Maturity; Rescission and Annulment. (a)
Except as set forth in the following sentence, if an Event of Default shall
occur and be continuing, then and in every such case the Indenture Trustee may
or the Indenture Trustee as directed in writing by the Holders of Notes
representing not less than a majority of the Outstanding Amount of the
Controlling Class shall declare all the Notes to be then immediately due and
payable, by a notice in writing to the Issuer (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration the Outstanding Amount of
such Notes, together with accrued and unpaid interest thereon through the date
of acceleration, shall become immediately due and payable.

             (b) At any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing a majority of the Outstanding
Amount of the Controlling Class, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

                  (i) the Issuer has paid or deposited with the Indenture
Trustee a sum sufficient to pay:

                           A. all payments of principal of and interest on all
Notes and all other amounts that would then be due hereunder or upon such
Notes if the Event of Default giving rise to such acceleration had not
occurred; and

                           B. all sums paid by the Indenture Trustee hereunder
and the reasonable compensation, expenses and disbursements of the Indenture
Trustee and its agents and counsel; and

                  (ii) all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12.

                                      27
<PAGE>

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

         Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee; Authority of the Indenture Trustee.

             (a) The Issuer covenants that if (i) a default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days or, (ii) default is made in
the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable, the Issuer will, upon demand of
the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Holders of the Notes, the entire amount then due and payable on such Notes in
respect of principal and interest, with interest on the overdue principal and,
to the extent payment at such rate of interest shall be legally enforceable,
on overdue installments of interest at the related Interest Rate and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses and disbursements of the Indenture Trustee and its agents and
counsel.

             (b) In case the Issuer shall fail forthwith to pay the amounts
described in clause (a) above upon such demand, the Indenture Trustee, in its
own name and as trustee of an express trust, may institute a Proceeding for
the collection of the sums so due and unpaid, and may prosecute such
Proceeding to judgment or final decree, and may enforce the same against the
Issuer or other obligor on such Notes and collect in the manner provided by
law out of the Trust Estate or the property of any other obligor on such
Notes, wherever situated, the moneys adjudged or decreed to be payable.

             (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.04, in its
discretion or shall at the directions of the Holders of at least a majority of
the Outstanding Amount of the Controlling Class proceed to protect and enforce
its rights and the rights of the Noteholders, by such appropriate Proceedings
as the Indenture Trustee or the Indenture Trustee at the direction of the
Holders of at least a majority of the Outstanding Amount of the Controlling
Class shall reasonably deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

             (d) In case there shall be pending, relative to the Issuer or any
other obligor on the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, or liquidator, sequestrator or similar official shall have
been appointed for or taken possession of the Issuer or its property or such
other obligor or Person, or in case of any other comparable Proceedings
relative to the Issuer or other obligor on the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall

                                      28
<PAGE>

have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the entire
amount of principal and interest owing and unpaid in respect of the Notes and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of reasonable out-of-pocket expenses and liabilities incurred,
by the Indenture Trustee and each predecessor Indenture Trustee, except as a
result of negligence, bad faith or willful misconduct) and of the Noteholders
allowed in such Proceedings;

                  (ii) unless prohibited by applicable law or regulation, to
vote on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or a Person performing similar functions in any such Proceedings;

                  (iii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute all amounts
received with respect to the claims of the Noteholders and of the Indenture
Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of Notes allowed in any Proceedings relative
to the Issuer, its creditors or its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay
to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence, bad faith or
willful misconduct.

             (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

             (f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
Proceedings relative thereto, and any such Proceedings instituted by the
Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes.

                                      29
<PAGE>

             (g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Holders of the Notes, and it shall
not be necessary to make any Noteholder a party to any such Proceedings.

         Section 5.04. Remedies; Priorities.

             (a) If an Event of Default shall have occurred and be continuing
and the Notes have been accelerated under Section 5.02, the Indenture Trustee
may do one or more of the following (subject to Section 5.05):

                  (i) institute Proceedings in its own name and as trustee of
an express trust for the collection of all amounts then payable on the Notes
or under this Indenture with respect thereto, whether by declaration or
otherwise, enforce any judgment obtained and collect from the Issuer and any
other obligor on such Notes moneys adjudged due;

                  (ii) institute Proceedings from time to time for the
complete or partial foreclosure of this Indenture with respect to the Trust
Estate;

                  (iii) exercise any remedies of a secured party under the UCC
and take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Holders of the Notes;

                  (iv) elect to foreclose on and take possession of the Trust
Estate and apply collections on the Trust Estate in accordance with Section
5.04(b) as such collections are received; and

                  (v) sell the Trust Estate or any portion thereof or rights
or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default unless, (A) the
Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B)
the proceeds of such sale or liquidation distributable to the Noteholders are
sufficient to discharge in full all amounts then due and unpaid on such Notes
in respect of principal and interest, or (C)(1) there has been an Event of
Default set forth in Section 5.01(i) or (ii), (2) the Indenture Trustee
determines that the Trust Estate will not continue to provide sufficient funds
for the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and (3) the
Indenture Trustee obtains the consent of Holders of at least two thirds of the
Outstanding Amount of the Controlling Class.

         In determining such sufficiency or insufficiency with respect to
clauses (B) and (C) above, the Indenture Trustee may, at the Issuer's expense
and paid in the priority set forth in Section 5.06(b) of the Sale and
Servicing Agreement, but need not, obtain and conclusively rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

                                      30
<PAGE>

             (b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
following order of priority:

                    FIRST: to the Indenture Trustee for all amounts due under
                    Section 6.07; provided that the aggregate amount payable
                    to the Indenture Trustee pursuant to this clause first
                    shall be limited to $200,000 per annum;

                    SECOND: to the Servicer, any accrued and unpaid Servicing
                    Fees;

                    THIRD: to the Class A Noteholders for amounts due and
                    unpaid on the Notes in respect of interest (including any
                    premium), ratably, without preference or priority of any
                    kind, according to the amounts due and payable on each of
                    the Class A Notes in respect of interest (including any
                    premium);

                    FOURTH: to the Class A-1 Noteholders, ratably, on account
                    of principal until the Outstanding Amount of the Class A-1
                    Notes is reduced to zero;

                    FIFTH: to the Class A-2 Noteholders, Class A-3 Noteholders
                    and Class A-4 Noteholders, ratably, without preference or
                    priority of any kind, on the basis of the respective
                    Outstanding Amounts of the Class A-2 Notes, the Class A-3
                    Notes and the Class A-4 Notes, on account of principal
                    until the respective Outstanding Amount of each such
                    subclass of Class A Notes is reduced to zero;

                    SIXTH: to the Class B Noteholders for amounts due and
                    unpaid on the Notes in respect of interest (including any
                    premium), ratably, without preference or priority of any
                    kind, according to the amounts due and payable on each of
                    the Class B Notes in respect of interest (including any
                    premium);

                    SEVENTH: to the Class B Noteholders, ratably, on account
                    of principal until the Outstanding Amount of the Class B
                    Notes is reduced to zero;

                    EIGHTH: any excess amounts remaining after making the
                    payments described in clauses first through seventh above,
                    to be applied pursuant to Section 5.06(e) of the Sale and
                    Servicing Agreement to the extent that any amounts payable
                    thereunder have not been previously paid pursuant to
                    clauses first through seventh above.

The Indenture Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section. At least 15 days before such record
date, the Issuer shall mail to each Noteholder and the Indenture Trustee a
notice that states the record date, the payment date and the amount to be
paid.

         Section 5.05. Optional Preservation of the Collateral. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default, and such declaration and its consequences have not been rescinded
and annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Trust Estate. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining

                                      31
<PAGE>

whether or not to maintain possession of the Trust Estate. In determining
whether or not to maintain possession of the Trust Estate, the Indenture
Trustee is entitled to receive (but is not obligated to obtain), at the
expense of the Issuer and paid in the priority set forth in Section 5.06(b) of
the Sale and Servicing Agreement, and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         Section 5.06. Limitation of Suits. No Holder of any Note shall have
any right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

                  (i) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;

                  (ii) the Holders of not less than 25% of the Outstanding
Amount of the Controlling Class have made written request to the Indenture
Trustee to institute such Proceeding in respect of such Event of Default in
its own name as Indenture Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Indenture
Trustee reasonable indemnity against the costs, expenses and liabilities that
may be incurred in complying with such request;

                  (iv) the Indenture Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute such
Proceedings; and

                  (v) no direction inconsistent with such written request has
been given to the Indenture Trustee during such 60-day period by the Holders
of a majority of the Outstanding Amount of the Controlling Class.

It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Notes pursuant to this Section, each representing less than a majority of the
Outstanding Amount of the Controlling Class, the Indenture Trustee shall act
at the direction of the group representing the greater percentage of the
Outstanding Amount of Notes and if there is no such group then in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.

         No Noteholder shall have the right to vote nor any right to otherwise
control the operation and management of the Issuer in any manner, except as
provided pursuant to this Indenture and the Notes. However, in connection with
any action as to which Noteholders are entitled to vote or consent under this
Indenture and the Notes, the Issuer may set a record date for

                                      32
<PAGE>

purposes of determining the identity of Noteholders entitled to vote or
consent in accordance with TIA ss. 316(c).

         Section 5.07. Unconditional Rights of Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note
or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

         Section 5.08. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right
or remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had
been instituted.

         Section 5.09. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

         Section 5.10. Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee, or any Holder of any Note to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article V or
by law to the Indenture Trustee or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture
Trustee or the Noteholders, as the case may be.

         Section 5.11. Control by Controlling Class. The Holders of a majority
of the Outstanding Amount of the Controlling Class shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided that:

                  (i) such direction shall not be in conflict with any rule of
law or with this Indenture;

                                      33
<PAGE>

                  (ii) subject to the express terms of Section 5.04, any
direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
be by Holders of Notes representing not less than 100% of the Outstanding
Amount of the Controlling Class;

                  (iii) if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any written direction to the Indenture Trustee by
Holders of Notes representing less than 100% of the Outstanding Amount of the
Controlling Class to sell or liquidate the Trust Estate shall be of no force
and effect; and

                  (iv) the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such direction
and the terms of this Indenture.

Notwithstanding the rights of Noteholders set forth in this Section, subject
to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.

         Section 5.12. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Controlling Class may, waive any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of any of the Notes,
(b) in payment of interest on any of the Notes of the Controlling Class, or
(c) in respect of a covenant or provision hereof that cannot be modified or
amended without the consent of the Holder of each Note. In the case of any
such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

         Section 5.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of a Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or, in the case of a right or remedy under
this Indenture which is instituted by the Controlling Class, more than 10% of
the Controlling Class) or (c) any suit instituted by any Noteholder for the
enforcement of the

                                      34
<PAGE>

payment of principal of or interest on any Note on or after the respective due
dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).

         Section 5.14. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Indenture Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

         Section 5.15. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Trust Estate or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b).

         Section 5.16. Performance and Enforcement of Certain Obligations.

             (a) Promptly following a request from the Indenture Trustee to do
so and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the
performance and observance by the Seller, the Servicer or the Transferor, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement, the Receivables Purchase Agreement or
the Transfer and Sale Agreement, as applicable, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement, the Receivables
Purchase Agreement or the Transfer and Sale Agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Seller, the Servicer or the Transferor
thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller, the Servicer or the
Transferor of each of their obligations under the Sale and Servicing
Agreement, the Receivables Purchase Agreement or the Transfer and Sale
Agreement; provided, however, nothing herein shall in any way impose on the
Indenture Trustee the duty to monitor the performance of the Seller, the
Servicer or the Transferor of any of their liabilities, duties or obligations
under any Basic Document.

             (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing) of the Holders of not less than a majority of the Outstanding Amount
of the Controlling Class shall, exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Seller, the Servicer or the
Transferor under or in connection with the Sale and Servicing Agreement, the
Receivables Purchase Agreement or the Transfer and Sale Agreement including
the right or power to take any action to compel or secure performance or
observance by the Seller, the Servicer or the

                                      35
<PAGE>

Transferor, as the case may be, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, the Receivables
Purchase Agreement and the Transfer and Sale Agreement, as the case may be,
and any right of the Issuer to take such action shall be suspended.

                                 ARTICLE VI.

                             THE INDENTURE TRUSTEE

         Section 6.01. Duties of Indenture Trustee.

             (a) If an Event of Default has occurred and is continuing of
which a Responsible Officer of the Indenture Trustee has actual knowledge, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and shall use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

             (b) Except during the continuance of an Event of Default:

                  (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and the
other Basic Documents to which it is a party and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and

                  (ii) in the absence of bad faith on its part, the Indenture
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon the face value of the
certificates, reports, resolutions, documents, orders, opinions or other
instruments furnished to the Indenture Trustee and conforming to the
requirements of this Indenture; provided, however, that the Indenture Trustee
shall not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument;
provided further that, in the case of any such certificate, opinion or other
instrument that by any provision hereof is specifically required to be
furnished to the Indenture Trustee, the Indenture Trustee shall examine such
certificate, opinion or other instrument to determine whether it conforms to
the requirements of this Indenture. If any such instrument is found not to
conform in any material respect to the requirements of this Indenture, the
Indenture Trustee shall notify the Noteholders of such instrument in the event
that the Indenture Trustee, after so requesting, does not receive a
satisfactorily corrected instrument.

             (c) The Indenture Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph
(b) of this Section;

                  (ii) the Indenture Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer unless it is proved
that the Indenture Trustee was negligent in ascertaining the pertinent facts;
and

                                      36
<PAGE>

                  (iii) the Indenture Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to the terms of this Indenture or any other
Basic Document.

             (d) The Indenture Trustee shall not be liable for indebtedness
evidenced by or arising under any of the Basic Documents, including principal
of or interest on the Notes, or interest on any money received by it except as
the Indenture Trustee may agree in writing with the Issuer.

             (e) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms
of this Indenture or the Sale and Servicing Agreement.

             (f) No provision of this Indenture shall require the Indenture
Trustee to advance, expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if it shall have reasonable grounds to believe
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

             (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of
the TIA.

             (h) In no event shall the Indenture Trustee be required to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer or any other party (other than the Indenture
Trustee) under the Sale and Servicing Agreement. The Indenture Trustee shall
take all actions required to be taken by the Indenture Trustee under the Sale
and Servicing Agreement.

             (i) The Indenture Trustee shall have no duty (A) to see to any
recording, filing, or depositing of this Indenture or any agreement referred
to herein or any financing statement or continuation statement evidencing a
security interest, or to see to the maintenance of any such recording or
filing or depositing or to any rerecording, refiling or redepositing of any
thereof, (B) to see to any insurance, or (C) to see to the payment or
discharge of any tax, assessment, or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied against, any
part of the Trust Fund.

         For purposes of this Section 6.01 and Section 5.03(c), the Indenture
Trustee, or a Responsible Officer thereof, shall be charged with actual
knowledge of any default or an Event of Default if a Responsible Officer
actually knows of such default or Event of Default or a Responsible Officer of
the Indenture Trustee receives written notice of such default or Event of
Default from the Issuer, the Servicer or Noteholders owning Notes aggregating
not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the
foregoing, the Indenture Trustee shall not be required to take notice and in
the absence of such actual notice and knowledge, the Indenture Trustee may
conclusively assume that there is no such default or Event of Default.

                                      37
<PAGE>

         Section 6.02. Rights of Indenture Trustee.

         (a) The Indenture Trustee may conclusively rely on any document
believed by it to be genuine and to have been signed or presented by the
proper Person. The Indenture Trustee need not investigate any fact or matter
stated in the document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel, as applicable, from
the appropriate party. The Indenture Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on an Officer's
Certificate or Opinion of Counsel from the appropriate party.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent, attorney or custodian appointed by the Indenture Trustee with due care.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, that the Indenture Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

         (e) The Indenture Trustee may consult, at the Issuer's expense and
paid in the priority set forth in Section 5.06(b) of the Sale and Servicing
Agreement, with counsel, and the written advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to
any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

         (f) In the event that the Indenture Trustee is also acting as Paying
Agent, Note Registrar or collateral agent, the rights and protections afforded
to the Indenture Trustee pursuant to this Article 6 shall be afforded to such
Paying Agent, Note Registrar or collateral agent.

         (g) [Reserved].

         (h) The Indenture Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Indenture or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Noteholders, pursuant to the
provisions of this Indenture, unless such Noteholders shall have offered to
the Indenture Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.

         (i) The right of the Indenture Trustee to perform any discretionary
act enumerated in this Indenture shall not be construed as a duty, and the
Indenture Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act.

         (j) The Indenture Trustee shall not be required to give any bond or
surety in respect of the powers granted hereunder.

                                      38
<PAGE>

         (k) When in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, conclusively rely upon an Officer's Certificate.

         (l) In no event shall the Indenture Trustee be responsible or liable
for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Indenture Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

         Section 6.03. Individual Rights of Indenture Trustee. Subject to TIA
ss. 310, the Indenture Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer,
the Administrator, the Seller and the Owner Trustee and their respective
Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights. However, the Indenture Trustee must comply with
Section 6.11.

         Section 6.04. Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Estate or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture, any Basic
Document or in any document issued in connection with the sale of the Notes or
in the Notes other than the Indenture Trustee's certificate of authentication.

         Section 6.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice
of the Default within 45 days after such knowledge occurs. Except in the case
of a Default in payment of principal of or interest on any Note (including
payments pursuant to the mandatory redemption provisions of such Note), the
Indenture Trustee may withhold the notice to Noteholders if and so long as a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

         Section 6.06. Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder, not later than the latest date
permitted by law, such information as may be required by law to enable such
Holder to prepare its federal, state and local income or franchise tax
returns.

         Section 6.07. Compensation and Indemnity. The Issuer shall cause the
Administrator to pay to the Indenture Trustee from time to time reasonable
compensation for the Indenture Trustee's services hereunder, as agreed to
between the Administrator and the Indenture Trustee in writing. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall cause the Administrator to
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses,
advances and disbursements reasonably incurred by it in connection with the
performance of its duties as Indenture Trustee. The Issuer shall cause the
Administrator to indemnify the Indenture Trustee against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by it
in connection with the administration of this trust and the performance of its
duties hereunder

                                      39
<PAGE>
or under the Sale and Servicing Agreement or under any other Basic Document.
The Indenture Trustee shall notify the Issuer and the Administrator promptly
of any claim for which it may seek indemnity. Failure by the Indenture Trustee
to so notify the Issuer and the Administrator shall not relieve the Issuer or
the Administrator of its obligations hereunder if no prejudice to the Issuer
or the Administrator shall have resulted from such failure. The Issuer shall,
or shall cause the Administrator to, defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall, or shall cause the
Administrator to, pay the fees and expenses of such counsel. Neither the
Issuer nor the Administrator need reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee and the
Administrator's indemnities to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.01(iv) or (v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

         Section 6.08. Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time by so notifying the Administrator, the
Servicer, the Issuer and each Rating Agency. The Holders of a majority in
Outstanding Amount of the Controlling Class may remove the Indenture Trustee
without cause by so notifying the Indenture Trustee and may appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

             (a) the Indenture Trustee fails to comply with Section 6.11;

             (b) the Indenture Trustee is adjudged a bankrupt or insolvent;

             (c) a receiver or other public officer takes charge of the
Indenture Trustee or its property;

             (d) the Indenture Trustee otherwise becomes incapable of acting;
or

             (e) the Indenture Trustee breaches any representation, warranty
or covenant made by it under any Basic Document.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon
the resignation or removal of the retiring Indenture Trustee shall become
effective, and the successor Indenture Trustee shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture. The retiring
Indenture

                                      40
<PAGE>

Trustee shall be paid all amounts owed to it upon its resignation or removal.
The successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.
The retiring Indenture Trustee shall not be liable for the acts or omissions
of any successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee (at the expense of the Administrator), the Issuer or the
Holders of a majority in Outstanding Amount of the Controlling Class may
petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.

         If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's and the Administrator's obligations under Section
6.07 shall continue for the benefit of the retiring Indenture Trustee.

         Section 6.09. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
Agencies and the Administrator prior written notice of any such transaction.

         In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the
trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee
may adopt the certificate of authentication of any predecessor trustee and
deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such
certificates shall have the full force that it is anywhere in the Notes or in
this Indenture provided that the certificate of the Indenture Trustee shall
have.

         Section 6.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

             (a) Notwithstanding any other provisions of this Indenture, at
any time, after delivery of written notice to the Administrator and for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Indenture Trustee, with
the consent of the Administrator (which shall not be unreasonably withheld),
shall have the power and may execute and deliver all instruments to appoint
one or more Persons to act as a co-trustee or co-trustees, or separate trustee
or separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity and for the benefit

                                      41
<PAGE>

of the Noteholders, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable, with the consent of the Administrator (which shall not be
unreasonably withheld). No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.08 hereof.

             (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Indenture Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed the
Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee, with the consent of the
Administrator (which shall not be unreasonably withheld), may at any time
accept the resignation of or remove any separate trustee or co-trustee.

             (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Indenture Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Indenture Trustee. Every such
instrument shall be filed with the Indenture Trustee and a copy thereof given
to the Administrator.

             (d) Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Indenture Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee. Notwithstanding
anything to the contrary in this Indenture, the appointment of any

                                      42
<PAGE>

separate trustee or co-trustee shall not relieve the Indenture Trustee of its
obligations and duties under this Indenture.

         Section 6.11. Eligibility; Disqualification. (a) The Indenture
Trustee shall at all times satisfy the requirements of TIA ss. 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition, and the time deposits of the Indenture Trustee shall be rated at
least A-1 by Standard & Poor's and P-1 by Moody's. The Indenture Trustee shall
comply with TIA ss. 310(b), including the optional provision permitted by the
second sentence of TIA ss. 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA ss. 310(b)(1) are met.

             (b) Within ninety (90) days after ascertaining the occurrence of
an Event of Default which shall not have been cured or waived, unless
authorized by the Commission, the Indenture Trustee shall resign with respect
to the Class A Notes or the Class B Notes in accordance with Section 6.08 of
this Indenture, and the Issuer shall appoint a successor Indenture Trustee for
one or all of such Classes, as applicable, so that there will be separate
Indenture Trustees for the Class A Notes and the Class B Notes. In the event
the Indenture Trustee fails to comply with the terms of the preceding
sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of
TIA ss. 310(b). Each provision of this Indenture shall apply to each Indenture
Trustee as if it were the only Indenture Trustee acting under this Indenture,
including, without limitation, Section 6.08. For purposes of clarification,
(i) if separate Indenture Trustees have been appointed with respect to the
Class A Notes and the Class B Notes, then, for so long as any amounts remain
unpaid with respect to the Class A Notes, only the Indenture Trustee for the
Class A Notes shall have the right to exercise the remedies provided for in
Section 5.04 and only the Holders of the Class A Notes shall have the right to
direct or consent to any action to be taken by any Indenture Trustee, except
for the actions specified in Section 5.04 that require the consent of the
Holders of 100% of the Outstanding Amount of the Notes and (ii) the Holders of
the Class B Notes shall be entitled to receive amounts collected by the
Indenture Trustee for the Class A Notes pursuant to Article V in accordance
with the order of priority set forth in Section 5.04(b). Upon the payment in
full of the Outstanding Amount of the Class A Notes and all other amounts
owing in respect of the Class A Notes, the Indenture Trustee for the Class B
Notes shall have the right to exercise the remedies provided for in Section
5.04 and the Holders of the Class B Notes shall have the right to direct or
consent to any action required to be taken by such Indenture Trustee.

             (c) In the case of the appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes pursuant to this Section
6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, the
successor Indenture Trustee all the rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the

                                      43
<PAGE>

retiring Indenture Trustee with respect to the Notes of each Class as to which
the retiring Indenture Trustee is not retiring shall continue to be vested in
the Indenture Trustee and (iii) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be a trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Indenture Trustee; and upon the removal of the retiring Indenture
Trustee shall become effective to the extent provided herein.

         Section 6.12. [Reserved].

         Section 6.13. Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.14. Waiver of Setoffs. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Trust
Account and agrees that amounts in the Trust Accounts shall at all times be
held and applied solely in accordance with the provisions hereof and of the
other Basic Documents.

                                 ARTICLE VII.

                        NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01. Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after each Record Date, a list,
in such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes as of such Record Date, and (b) at such
other times as the Indenture Trustee may request in writing, within 30 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the
Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall
be required to be furnished.

         Section 7.02. Preservation of Information; Communications to
Noteholders.

             (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished. The Indenture Trustee
shall make such list available to the Owner Trustee on written request, and to
the Noteholders upon written request of three or more Noteholders or one or
more Noteholders evidencing not less than 25% of the Outstanding

                                      44
<PAGE>

Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a
Noteholder to receive a copy of the current list of Noteholders, the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders in
response thereto.

             (b) Noteholders may communicate pursuant to TIA ss. 312(b) with
other Noteholders with respect to their rights under this Indenture or under
the Notes.

             (c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of TIA ss. 312(c).

         Section 7.03. Reports by Issuer.

             (a) The Issuer shall:

                  (i) furnish to the Indenture Trustee, within 15 days after
the Issuer is required (if at all) to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act;

                  (ii) furnish to the Indenture Trustee and file with the
Commission in accordance with rules and regulations prescribed from time to
time by the Commission such additional information, documents and reports with
respect to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations;
and

                  (iii) supply to the Indenture Trustee (and the Indenture
Trustee shall transmit by mail to all Noteholders described in TIA ss. 313(c))
such summaries of any information, documents and reports required to be filed
by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by
rules and regulations prescribed from time to time by the Commission.

             (b) Unless the Issuer otherwise determines, the fiscal year of
the Issuer shall end on December 31 of each year.

         Section 7.04. Reports by Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each March 31, beginning with March 31, 2005,
upon notice from the Issuer the Indenture Trustee shall mail to each
Noteholder as required by TIA ss. 313(c) a brief report prepared by the Issuer
dated as of such date that complies with TIA ss. 313(a). The Indenture Trustee
also shall comply with TIA ss. 313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each stock exchange,
if any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.

                                      45
<PAGE>

                                ARTICLE VIII.

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.01. Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture and the
Sale and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture. Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Trust
Estate, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any
right to proceed thereafter as provided in Article V.

         Section 8.02. Trust Accounts.

             (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders and, in the case of the Collection Account and
the Reserve Account, the Certificateholders, the Trust Accounts as provided in
Section 5.01 of the Sale and Servicing Agreement.

             (b) On the day required by Sections 5.02 and 5.04 of the Sale and
Servicing Agreement, the Available Collections (net of the Servicing Fee for
such Distribution Date and any previously unpaid Servicing Fees and any other
distributable amounts that are to be allocated for distribution or release to
the Seller) with respect to the preceding Collection Period will be deposited
in the Collection Account as provided in Sections 5.02 and 5.04 of the Sale
and Servicing Agreement. On or before each Distribution Date, all amounts
required to be deposited in the Principal Distribution Account with respect to
the related Collection Period pursuant to Section 5.06(b) of the Sale and
Servicing Agreement will be transferred from the Collection Account to the
Principal Distribution Account.

             (c) On each Distribution Date and Redemption Date, the Indenture
Trustee shall distribute amounts on deposit in the Collection Account to the
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for interest in the amounts and in the priority set forth in
Sections 5.06(b)(iii), (v) and (vii) of the Sale and Servicing Agreement
(except as otherwise provided in Sections 5.06(e) of the Sale and Servicing
Agreement and Sections 5.04(b) and 8.02(e)).

             (d) On each Distribution Date and Redemption Date, the Indenture
Trustee shall distribute all amounts on deposit in the Principal Distribution
Account to the Noteholders in respect of the Notes to the extent of amounts
due and unpaid on the Notes for principal in the amounts and in the priority
set forth in Section 5.06(d) of the Sale and Servicing Agreement (except as
otherwise provided in Sections 5.06(e) of the Sale and Servicing Agreement and
Sections 5.04(b) and 8.02(e)).

                                      46
<PAGE>

             (e) Notwithstanding any other provision of this Article VIII, and
subject to the provisions of Section 5.04(b), on each Distribution Date
following the occurrence and during the continuation of an Event of Default
specified in Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) that has resulted
in an acceleration of the Notes (or following the occurrence of any such event
after an Event of Default specified in Section 5.01(iii) has occurred and the
Notes have been accelerated), the Indenture Trustee shall:

              (i) distribute amounts on deposit in the Collection Account
         to the Noteholders in respect of the Notes to the extent of amounts
         due and unpaid on the Notes for interest in the amounts and in the
         priority set forth in Sections 5.06(e)(iii), (vi) and (viii) of the
         Sale and Servicing Agreement; and

              (ii) distribute amounts on deposit in the Collection Account
         to the Noteholders in respect of the Notes to the extent of amounts
         due and unpaid on the Notes for principal in the amounts and in the
         priority set forth in Sections 5.06(e)(iv), (v), (vii), (ix) and (x)
         of the Sale and Servicing Agreement.

         Section 8.03. General Provisions Regarding Accounts. Funds on
deposit in the Trust Accounts may be invested in Eligible Investments in
accordance with Section 5.01(e) of the Sale and Servicing Agreement. The
Indenture Trustee shall not in any way be held liable by reason of any
insufficiency in any of the Trust Accounts resulting from any loss on any
Eligible Investment included therein except for losses attributable to the
Indenture Trustee's failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

         Section 8.04. Release of Trust Estate.

             (a) Subject to the payment of its fees and expenses pursuant to
Section 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Indenture Trustee's interest in the same, in
a manner and under circumstances that are not inconsistent with the provisions
of this Indenture. No party relying upon an instrument executed by the
Indenture Trustee as provided in this Article VIII shall be bound to ascertain
the Indenture Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.

             (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section
6.07 have been paid in full, release any remaining portion of the Trust Estate
that secured the Notes from the lien of this Indenture and release to the
Issuer or any other Person entitled thereto any funds then on deposit in the
Trust Accounts. The Indenture Trustee shall release property from the lien of
this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an
Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.

                                      47
<PAGE>

             (c) The Issuer agrees, upon request by the Servicer and
representation by the Servicer that it has complied with the procedure in
Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request
to the Indenture Trustee in accordance with Section 4.04, and take such other
actions as are required in that Section.

             (d) Each Noteholder or Note Owner, by its acceptance of a Note
or, in the case of a Note Owner, a beneficial interest in a Note, acknowledges
that from time to time the Indenture Trustee shall release the Lien of this
Indenture or any Receivable to be sold to (i) the Seller in accordance with
Section 3.03 of the Sale and Servicing Agreement, (ii) the Servicer in
accordance with Section 4.07 of the Sale and Servicing Agreement and (iii) to
the Transferor in accordance with Section 6.02 of the Transfer and Sale
Agreement.

         Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive
at least seven days prior written notice when requested by the Issuer to take
any action pursuant to Section 8.04(b), accompanied by copies of any
instruments involved, and the Indenture Trustee shall also require, as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the
Notes or the rights of the Noteholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, as to factual matters, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any
such action.

                                 ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures Without Consent of Noteholders.

             (a) Without the consent of the Holders of any Notes but with
prior written notice to the Rating Agencies (with copy to the Indenture
Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, at any time and from time to time, may enter into one or more
supplemental indentures hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
any time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject to the lien of this
Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
applicable provisions hereof, of another Person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and in
the Notes;

                                      48
<PAGE>

                  (iii) to add to the covenants of the Issuer, for the benefit
of the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture that may be inconsistent
with any other provision herein or in any supplemental indenture or to make
any other provisions with respect to matters or questions arising under this
Indenture or in any supplemental indenture; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, materially and
adversely affect the interests of the Noteholders; provided further, that such
action shall be deemed not to materially and adversely affect the interests of
the Noteholders and no Opinion of Counsel to that effect shall be required if
the Rating Agency Condition is satisfied with respect to such amendment;

                  (vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and to
add to or change any of the provisions of this Indenture as shall be necessary
to facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Article VI;

                  (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar federal statute hereafter
enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA; or

                  (viii) to add, modify or eliminate such provisions as may be
necessary or advisable in order to enable the Depositor, the Servicer, the
Transferor or any of their respective Affiliates to comply with or obtain more
favorable treatment under any law or regulation or any accounting rule or
principle, it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.

The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

             (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Holders of the Notes
but with prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under
this Indenture; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel, materially and adversely affect the interests of the
Noteholders; provided further, that such action shall be deemed not to
materially and adversely affect the interests of the Noteholders and no
Opinion of Counsel to that effect shall be required if the Rating Agency
Condition is satisfied with respect to such amendment.

         Section 9.02. Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating

                                      49
<PAGE>

Agencies and with the consent of the Holders of not less than a majority of
the Outstanding Amount of the Notes, by Act of such Holders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of
principal of or interest on any Note, or reduce the principal amount thereof,
the Interest Rate thereon or the Redemption Price with respect thereto, change
the provisions of this Indenture relating to the application of collections
on, or the proceeds of the sale of, the Trust Estate to payment of principal
of or interest on the Notes, or change any place of payment where, or the coin
or currency in which, any Note or the interest thereon is payable, or impair
the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided
in Article V, to the payment of any such amount due on the Notes on or after
the respective due dates thereof (or, in the case of redemption, on or after
the Redemption Date);

                  (ii) reduce the percentage of the Outstanding Amount of the
Notes or of the Controlling Class, the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holders of
which is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in
this Indenture;

                  (iii) modify or alter (x) the provisions of the proviso in
clause (iii) of the definition of the term "Outstanding" or (y) the definition
of "Controlling Class";

                  (iv) reduce the percentage of the Outstanding Amount of the
Notes or of the Controlling Class required to direct the Indenture Trustee to
direct the Issuer to sell or liquidate the Trust Estate pursuant to Section
5.04;

                  (v) modify any provision of this Section in any respect
adverse to the interests of the Noteholders, except to increase any percentage
specified herein or to provide that certain additional provisions of this
Indenture or the other Basic Documents cannot be modified or waived without
the consent of the Holder of each Outstanding Note affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of interest
or principal due on any Note on any Distribution Date (including the
calculation of any of the individual components of such calculation) or to
affect the rights of the Holders of Notes to the benefit of any provisions for
the mandatory redemption of the Notes contained herein;

                  (vii) permit the creation of any lien ranking prior to or on
a parity with the lien of this Indenture with respect to any part of the Trust
Estate or, except as otherwise permitted or contemplated herein, terminate the
lien of this Indenture on any property at any time

                                      50
<PAGE>

subject hereto or deprive the Holder of any Note of the security provided by
the lien of this Indenture; or

                  (viii) impair the right to institute suit for the
enforcement of a payment as provided in Section 5.07.

         It shall not be necessary for any Act of Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

         Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions
precedent to the execution and delivery of such supplemental indenture have
been satisfied. The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture
or otherwise. The Issuer shall cause the Administrator to provide a fully
executed copy of any supplemental indentures to this Indenture to each Rating
Agency.

         Section 9.04. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Holders of
the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.

         Section 9.05. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

                                      51
<PAGE>

         Section 9.06. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as
then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.

                                  ARTICLE X.

                              REDEMPTION OF NOTES

         Section 10.01. Redemption. The Class A Notes and the Class B Notes
are subject to redemption in whole, but not in part, at the direction of the
Servicer pursuant to Section 9.01 of the Sale and Servicing Agreement, on any
Distribution Date on which the Servicer exercises its option to purchase the
Receivables pursuant to said Section 9.01, for a purchase price equal to the
Redemption Price; provided, that the Issuer has available funds sufficient to
pay the Redemption Price. The Servicer or the Issuer shall furnish the Rating
Agencies and the Indenture Trustee notice of such redemption. If the Class A
Notes or the Class B Notes are to be redeemed pursuant to this Section 10.01,
the Servicer shall furnish notice of such election to the Indenture Trustee
not later than 45 days prior to the Redemption Date and shall deposit by 11:00
a.m., New York City time, on the Redemption Date in the Collection Account the
Redemption Price of the Class A Notes and the Class B Notes to be redeemed,
whereupon all such Class A Notes and Class B Notes shall be due and payable on
the Redemption Date upon the furnishing of a notice complying with Section
10.02 to each Holder of the Class A Notes and the Class B Notes.

         Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 30 days
prior to the applicable Redemption Date to each Holder of Notes, as of the
close of business on the Record Date preceding the applicable Redemption Date,
at such Holder's address or facsimile number appearing in the Note Register.

         All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) that the Record Date otherwise applicable to such
Redemption Date is not applicable and that payments shall be made only upon
presentation and surrender of such Notes;

                  (iv) the place where such Notes are to be surrendered for
payment of the Redemption Price (which shall be the office or agency of the
Issuer to be maintained as provided in Section 3.02);

                  (v) that interest on the Notes shall cease to accrue on the
Redemption Date; and

                  (vi) the CUSIP numbers of such Notes.

                                      52
<PAGE>

Notice of redemption of the Notes shall be given by the Indenture Trustee in
the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair
or affect the validity of the redemption of any other Note.

         Section 10.03. Notes Payable on Redemption Date. The Notes shall,
following notice of redemption as required by Section 10.02 (in the case of
redemption pursuant to Section 10.01), on the Redemption Date become due and
payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Redemption Price.

                                 ARTICLE XI.

                                 MISCELLANEOUS

         Section 11.01. Compliance Certificates and Opinions, etc.

             (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with and (iii) (if required by the TIA)
an Independent Certificate from a firm of certified public accountants meeting
the applicable requirements of this Section, except that, in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (i) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such
signatory, such signatory has made such examination or investigation as is
necessary to enable such signatory to express an informed opinion as to
whether or not such covenant or condition has been complied with; and

                  (iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.

             (b) (i) Prior to the deposit of any Collateral or other property
or securities with the Indenture Trustee that is to be made the basis for the
release of any property or

                                      53
<PAGE>

securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer's Certificate
certifying or stating the opinion of each person signing such certificate as
to the fair value (within 90 days of such deposit) to the Issuer of the
Collateral or other property or securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion
of any signer thereof as to the matters described in clause (i) above, the
Issuer shall also deliver to the Indenture Trustee an Independent Certificate
as to the same matters, if the fair value to the Issuer of the securities to
be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year
of the Issuer, as set forth in the certificates delivered pursuant to clause
(i) above and this clause (ii), is 10% or more of the Outstanding Amount of
the Notes, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuer as set forth
in the related Officer's Certificate is less than $25,000 or less than one
percent of the Outstanding Amount of the Notes.

                  (iii) Whenever any property or securities are to be released
from the lien of this Indenture, the Issuer shall also furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion
of each person signing such certificate as to the fair value (within 90 days
of such release) of the property or securities proposed to be released and
stating that in the opinion of such person the proposed release will not
impair the security under this Indenture in contravention of the provisions
hereof.

                  (iv) Other than with respect to the release of any Purchased
Receivable, the Issuer is required to furnish to the Indenture Trustee an
Officer's Certificate certifying or stating the opinion of any signer thereof
as to the matters described in clause (iii) above, the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below, or
securities released from the lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by
clause (iii) above and this clause (iv), equals 10% or more of the Outstanding
Amount of the Notes, but such certificate need not be furnished in the case of
any release of property or securities if the fair value thereof as set forth
in the related Officer's Certificate is less than $25,000 or less than one
percent of the then Outstanding Amount of the Notes.

                  (v) Notwithstanding Section 4.04 or any other provision of
this Section, the Issuer may, without compliance with the requirements of the
other provisions of this Section, (A) collect, liquidate, sell or otherwise
dispose of Receivables and Financed Vehicles as and to the extent permitted or
required by the Basic Documents and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Basic Documents.

         Section 11.02. Form of Documents Delivered to Indenture Trustee. In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person

                                      54
<PAGE>

may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Servicer, the Seller, the Depositor, the Issuer
or the Administrator, stating that the information with respect to such
factual matters is in the possession of the Servicer, the Seller, the
Depositor, the Issuer or the Administrator, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application
or at the effective date of such certificate or report (as the case may be),
of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application
granted or to the sufficiency of such certificate or report. The foregoing
shall not, however, be construed to affect the Indenture Trustee's right to
rely upon the truth and accuracy of any statement or opinion contained in any
such document as provided in Article VI.

         Section 11.03. Acts of Noteholders.

             (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section.

             (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

                                      55
<PAGE>

             (c) The ownership of Notes shall be proved by the Note Register.

             (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the
Holder of every Note issued upon the registration thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.

         Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and, if such request, demand, authorization,
direction, notice, consent, waiver or act of Noteholders is to be made upon,
given or furnished to or filed with:

                  (i) the Indenture Trustee by any Noteholder or by the
Issuer, shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Indenture Trustee at its
Corporate Trust Office, and such notice shall be deemed effective upon receipt
by the Indenture Trustee; or

                  (ii) the Issuer by the Indenture Trustee or by any
Noteholder, shall be sufficient for every purpose hereunder if in writing and
mailed first-class, postage prepaid to the Issuer addressed to: Fifth Third
Auto Trust 2004-A, in care of Wilmington Trust Company, as Owner Trustee,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly transmit any notice received by it
from the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in the
case of Moody's, at the following address: Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, and
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., 55
Water Street, New York, New York 10041, Attention of Asset Backed Surveillance
Department; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

         Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Holder's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Noteholders is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given.

                                      56
<PAGE>

         Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed
to be a sufficient giving of such notice.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default
or Event of Default.

         Section 11.06. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Holder, that is different from the methods provided for
in this Indenture for such payments or notices. The Issuer will furnish to the
Indenture Trustee a copy of each such agreement, and the Indenture Trustee
will cause payments to be made and notices to be given in accordance with such
agreements. The Indenture Trustee shall provide a copy of any request made
pursuant to this Section 11.06 to the Owner Trustee.

         Section 11.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 11.08. Successors and Assigns. All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents.

         Section 11.09. Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

         Section 11.10. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Noteholders, and any
other party secured hereunder, and any other Person with an ownership interest
in any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

         Section 11.11. Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Notes or this Indenture) payment need not be made on
such date, but may be made on the next succeeding

                                      57
<PAGE>

Business Day with the same force and effect as if made on the date on which
nominally due, and no interest shall accrue for the period from and after any
such nominal date.

         Section 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.13. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 11.14. Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at the expense of the Servicer accompanied by an
Opinion of Counsel to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under
this Indenture.

         Section 11.15. Trust Obligation. Each Noteholder or Note Owner, by
acceptance of a Note or, in the case of a Note Owner, a beneficial interest in
a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer, including the
Depositor or the Seller, or (iii) any partner, owner, beneficiary, agent,
officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity). For all purposes of this Indenture,
in the performance of any duties or obligations of the Issuer hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Article VI, VII and VIII of the Trust Agreement.

         Section 11.16. No Petition. Notwithstanding any prior termination of
this Agreement, the Indenture Trustee, by entering into this Indenture, and
each Noteholder and Note Owner, by accepting a Note or a beneficial interest
in the Note, as applicable, hereby covenant and agree that they will not,
prior to the date that is one year and one day after payment in full of all
obligations under each Financing with respect to each Bankruptcy Remote Party,
acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote Party
to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against such Bankruptcy Remote Party under any
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of such Bankruptcy Remote Party or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of such
Bankruptcy Remote Party.

                                      58
<PAGE>

         Section 11.17. Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee,
during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested; provided, however, that the Indenture Trustee may only cause the
books of the Issuer to be audited on an annual basis, unless there occurs an
Event of Default hereunder. The Indenture Trustee shall, and shall cause its
representatives to, hold in confidence all such information except to the
extent such information is publicly available or such disclosure may be
required by law (and all reasonable applications for confidential treatment
are unavailing) and except to the extent that the Indenture Trustee may
reasonably determine with the advice of counsel and after consultation with
the Issuer that such disclosure is consistent with its obligations hereunder.

         Section 11.18. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the
Trust Indenture Act, such required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

         Section 11.19. Limitation of Liability. It is expressly understood
and agreed by the parties hereto that (a) this Indenture is executed and
delivered by Wilmington Trust Company, not individually or personally but
solely as Owner Trustee of Fifth Third Auto Trust 2004-A, in the exercise of
the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto and by any Person claiming by, through or under the parties hereto and
(d) under no circumstances shall Wilmington Trust Company be personally liable
for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Issuer under this Indenture or any other related
documents.

                                   * * * * *


                                      59
<PAGE>


         IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto
duly authorized and duly attested, all as of the day and year first above
written.

                         FIFTH THIRD AUTO TRUST 2004-A

                         by:    Wilmington Trust Company, not in its
                                individual capacity but solely as Owner Trustee


                                by:    /s/ Joann A. Rozell
                                       ----------------------------------
                                       Name:  Joann A. Rozell
                                       Title: Financial Services Officer


                         THE BANK OF NEW YORK, not in its individual capacity
                         but solely as Indenture Trustee


                         by:    /s/ John Bobko
                                -----------------------------------------
                                Name:  John Bobko
                                Title: Assistant Vice President


                                      60
<PAGE>
                                                                    SCHEDULE A


                            Schedule of Receivables


                     [On file with the Indenture Trustee]


                                    S-A-1

<PAGE>
                                                                    SCHEDULE B


                          Perfection Representations


         1. This Indenture creates a valid and continuing security interest
(as defined in UCC Section 9-102) in the Receivables in favor of the Indenture
Trustee, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller.

         2. The Receivables constitute either "tangible chattel paper",
"accounts", "payment intangibles" or "promissory notes" within the meaning of
UCC Section 9-102.

         3. The Issuer has taken all steps necessary to perfect its security
interest against the Obligors in the property securing the Receivables that
constitute chattel paper.

         4. The Issuer owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person,
excepting only liens for taxes, assessments or similar governmental charges or
levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or
that are being contested in good faith by proper proceedings and for which
adequate reserves have been established, but only so long as foreclosure with
respect to such a lien is not imminent and the use and value of the property
to which the Lien attaches is not impaired during the pendency of such
proceeding.

         5. The Issuer has caused or will have caused, on or before the
Closing Date, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Receivables granted to Indenture
Trustee under this Indenture.

         6. With respect to each Receivable that constitutes tangible chattel
paper or a promissory note, such tangible chattel paper or promissory note is
in the possession of the Custodian and the Indenture Trustee has received a
written acknowledgment from the Custodian that the Custodian is holding such
tangible chattel paper or promissory note solely on behalf and for the benefit
of the Indenture Trustee.

         7. The Issuer has not authorized the filing of, and is not aware of,
any financing statements against the Issuer that include a description of
collateral covering the Receivables, the other Collateral and proceeds related
thereto other than any financing statement (i) relating to the security
interest granted to Indenture Trustee under the Indenture or (ii) that has
been terminated.

         8. The Issuer is not aware of any judgment, ERISA or tax Lien filings
against the Issuer.

         9. None of the tangible chattel paper or promissory notes that
constitute or evidence the Receivables has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person
other than Indenture Trustee.

                                    S-B-1
<PAGE>

         10. Survival of Perfection Representations. Notwithstanding any other
provision of this Indenture, the Transfer and Sale Agreement, the Receivables
Purchase Agreement, the Sale and Servicing Agreement or any other Basic
Document, the Perfection Representations contained in this Schedule B shall be
continuing, and remain in full force and effect until such time as all
obligations under this Indenture, the Transfer and Sale Agreement, the
Receivables Purchase Agreement and the Sale and Servicing Agreement have been
finally and fully paid and performed.

         11. No Waiver. The parties hereto: (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive any of the
Perfection Representations; (ii) shall provide the Ratings Agencies with
prompt written notice of any breach of the Perfection Representations; and
(iii) shall not, without obtaining a confirmation of the then-current rating
of the Notes (as determined after any adjustment or withdrawal of the ratings
following notice of such breach), waive a breach of any of the Perfection
Representations.

                                    S-B-2
<PAGE>
                                                                   EXHIBIT A-1

                           [FORM OF CLASS A-1 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE, SHALL BE DEEMED TO
REPRESENT THAT EITHER (A) IT IS NOT, AND IS NOT INVESTING PLAN ASSETS OF, AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) OR PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE CODE) THAT IS SUBJECT TO TITLE I OF ERISA
OR TO SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR (B) ITS PURCHASE AND
HOLDING OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER A PROHIBITED TRANSACTION CLASS
EXEMPTION OR WILL NOT RESULT IN A NONEXEMPT VIOLATION OF ANY APPLICABLE
SIMILAR LAW.


                                    A-1-1
<PAGE>


REGISTERED        $__________ /1/

No. R-_____                                             CUSIP NO. 31679H AA 5

                         FIFTH THIRD AUTO TRUST 2004-A

                     1.3975% ASSET BACKED NOTE, CLASS A-1

         FIFTH THIRD AUTO TRUST 2004-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ___________________,
or registered assigns, the principal sum of __________ DOLLARS, payable on
each Distribution Date to the extent set forth in Section 3.01 of the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee") in the manner and subject to the priority of payment
as set forth in the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of June
20, 2005 (the "Class A-1 Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.01 of the Indenture. Interest on
this Note will accrue for each Distribution Date from and including the prior
Distribution Date (or, in the case of the first Distribution Date, from the
Closing Date) to and including the day before such Distribution Date. Interest
will be computed on the basis of the actual number of days in the related
Interest Accrual Period and a 360-day year. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

--------
1 Denominations of $1,000 and integral multiples of $1 in excess thereof.


                                    A-1-2
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.

Date:

                       FIFTH THIRD AUTO TRUST 2004-A

                       by:    Wilmington Trust Company, not in its
                              individual capacity but solely as Owner Trustee


                              by:    ____________________________________
                                          Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:                  THE BANK OF NEW YORK, not in its individual capacity
                       but solely as Indenture Trustee,


                       By:  _________________________________
                                   Authorized Signatory


                                    A-1-3
<PAGE>


                           REVERSE OF CLASS A-1 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.3975% Asset Backed Notes, Class A-1 (herein called the
"Class A-1 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be secured by the Collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-1 Notes will be payable on each Distribution
Date in an amount described on the face hereof. "Distribution Date" means the
20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing July 20, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-1 Final Scheduled
Distribution Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-1 Notes shall be made pro rata to the Class A-1
Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) in the Note Register as of the close of business on the related Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears in the Note Register on such Record Date without requiring that the
Note be submitted for notation of payment, except that, unless Definitive
Notes have been issued pursuant to the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or
more Predecessor Notes) effected by any payments made on any Distribution Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date or on the related Final
Scheduled Distribution Date, then the Indenture Trustee will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of

                                    A-1-4
<PAGE>

this Note at the Indenture Trustee's principal Corporate Trust Office or at
the office of the Indenture Trustee's agent appointed for such purposes
located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Notes may be
redeemed in whole, but not in part, at the direction of the Servicer on any
Distribution Date on or after the date on which the Pool Balance is less than
or equal to 10% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange of this Note subject to certain
exceptions set forth in the Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, including the Depositor or the Seller or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, shall be deemed to
represent that either (a) it is not, and is not investing plan assets of, an
employee benefit plan (as defined in Section 3(3) of ERISA) or plan (as
defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA
or to Section 4975 of the Code or any Similar Law or (b) its purchase and
holding of the Note or any interest in the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

                                    A-1-5
<PAGE>

         Each Noteholder and Note Owner, by accepting a Note or a beneficial
interest in the Note, as applicable, hereby covenant and agree that they will
not, prior to the date that is one year and one day after payment in full of
all obligations under each Financing with respect to each Bankruptcy Remote
Party, acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote
Party to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against such Bankruptcy Remote
Party under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Bankruptcy Remote Party or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of such Bankruptcy Remote Party.

         The Issuer has entered into the Indenture, and this Note is issued,
with the intention that, for federal, state and local income, single business
and franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest
in a Note), agrees to treat the Notes for federal, state and local income and
franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered
(as of the day of determination) as the owner hereof for all purposes, whether
or not this Note be overdue, and none of the Issuer, the Indenture Trustee or
any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture by
the Issuer with the consent of the Holders of Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes or of the Controlling
Class, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to or
assign of the Issuer under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

                                    A-1-6
<PAGE>

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions that would apply the law of any jurisdiction other than the State
of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, the
Depositor, the Seller, the Servicer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                    A-1-7
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

--------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

 ----------------------------------------------------------------------------

                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:                                                        */

                                            Signature Guaranteed:


                                                              */


------------------------

*/       NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Note in every particular, without alteration, enlargement or any
         change whatsoever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Note
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be
         determined by the Note Registrar in addition to, or in substitution
         for, STAMP, all in accordance with the Securities Exchange Act of
         1934, as amended.



                                    A-1-8
<PAGE>

                                                                   EXHIBIT A-2

                           [FORM OF CLASS A-2 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE, SHALL BE DEEMED TO
REPRESENT THAT EITHER (A) IT IS NOT, AND IS NOT INVESTING PLAN ASSETS OF, AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) OR PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE CODE) THAT IS SUBJECT TO TITLE I OF ERISA
OR TO SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR (B) ITS PURCHASE AND
HOLDING OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER A PROHIBITED TRANSACTION CLASS
EXEMPTION OR WILL NOT RESULT IN A NONEXEMPT VIOLATION OF ANY APPLICABLE
SIMILAR LAW.


                                    A-2-1
<PAGE>


REGISTERED        $_____________ /1/

No. R-________                                           CUSIP NO. 31679H AB 3

                         FIFTH THIRD AUTO TRUST 2004-A

                      2.42% ASSET BACKED NOTE, CLASS A-2

         FIFTH THIRD AUTO TRUST 2004-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of __________ DOLLARS, payable on
each Distribution Date to the extent set forth in Section 3.01 of the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee") in the manner and subject to the priority of payment
as set forth in the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of March
20, 2007 (the "Class A-2 Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Except as
otherwise provided in the Indenture, no payments of principal of the Class A-2
Notes shall be made until the Class A-1 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.01 of the Indenture. Interest on
this Note will accrue for each Distribution Date from and including the 20th
day of the preceding calendar month (or, in the case of the first Distribution
Date, from the Closing Date) to and including the 19th day of the calendar
month in which such Distribution Date occurs. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

         The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

--------
1 Denominations of $1,000 and integral multiples of $1 in excess thereof.

                                    A-2-2
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.


                                    A-2-3
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.

                       FIFTH THIRD AUTO TRUST 2004-A

                       by:    Wilmington Trust Company, not in its
                              individual capacity but solely as Owner Trustee


                              by:    ____________________________________
                                          Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:                  THE BANK OF NEW YORK, not in its individual capacity
                       but solely as Indenture Trustee,


                       By:  _________________________________
                                   Authorized Signatory


                                    A-2-4
<PAGE>

                           REVERSE OF CLASS A-2 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.42% Asset Backed Notes, Class A-2 (herein called the
"Class A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be secured by the Collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-2 Notes will be payable on each Distribution
Date in an amount described on the face hereof only (except as otherwise
provided in the Indenture) after the Outstanding Amount of the Class A-1 Notes
has been reduced to zero. "Distribution Date" means the 20th day of each
month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing July 20, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-2 Final Scheduled
Distribution Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-2 Notes shall be made pro rata to the Class A-2
Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) in the Note Register as of the close of business on the related Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears in the Note Register on such Record Date without requiring that the
Note be submitted for notation of payment, except that, unless Definitive
Notes have been issued pursuant to the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or
more Predecessor Notes) effected by any payments made on any Distribution Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date or on the related Final
Scheduled Distribution Date, then the Indenture Trustee will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date,

                                    A-2-5
<PAGE>

and the amount then due and payable shall be payable only upon presentation
and surrender of this Note at the Indenture Trustee's principal Corporate
Trust Office or at the office of the Indenture Trustee's agent appointed for
such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-2 Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Notes may be
redeemed in whole, but not in part, at the direction of the Servicer on any
Distribution Date on or after the date on which the Pool Balance is less than
or equal to 10% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange of this Note subject to certain
exceptions set forth in the Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, including the Depositor or the Seller or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, shall be deemed to
represent that either (a) it is not, and is not investing plan assets of, an
employee benefit plan (as defined in Section 3(3) of ERISA) or plan (as
defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA
or to Section 4975 of the Code or any Similar Law or (b) its purchase and
holding of the Note or any interest in the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

                                    A-2-6
<PAGE>

         Each Noteholder and Note Owner, by accepting a Note or a beneficial
interest in the Note, as applicable, hereby covenant and agree that they will
not, prior to the date that is one year and one day after payment in full of
all obligations under each Financing with respect to each Bankruptcy Remote
Party, acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote
Party to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against such Bankruptcy Remote
Party under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Bankruptcy Remote Party or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of such Bankruptcy Remote Party.

         The Issuer has entered into the Indenture, and this Note is issued,
with the intention that, for federal, state and local income, single business
and franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest
in a Note), agrees to treat the Notes for federal, state and local income and
franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered
(as of the day of determination) as the owner hereof for all purposes, whether
or not this Note be overdue, and none of the Issuer, the Indenture Trustee or
any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture by
the Issuer with the consent of the Holders of Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes or of the Controlling
Class, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to or
assign of the Issuer under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

                                    A-2-7
<PAGE>

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions that would apply the law of any jurisdiction other than the State
of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, the
Depositor, the Seller, the Servicer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.



                                    A-2-8
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

--------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

--------------------------------------------------

                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:                                              */

                                            Signature Guaranteed:


                                                    */




------------------------

*/       NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Note in every particular, without alteration, enlargement or any
         change whatsoever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Note
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be
         determined by the Note Registrar in addition to, or in substitution
         for, STAMP, all in accordance with the Securities Exchange Act of
         1934, as amended.



                                    A-2-9
<PAGE>


                                                                   EXHIBIT A-3


                           [FORM OF CLASS A-3 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE, SHALL BE DEEMED TO
REPRESENT THAT EITHER (A) IT IS NOT, AND IS NOT INVESTING PLAN ASSETS OF, AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) OR PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE CODE) THAT IS SUBJECT TO TITLE I OF ERISA
OR TO SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR (B) ITS PURCHASE AND
HOLDING OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER A PROHIBITED TRANSACTION CLASS
EXEMPTION OR WILL NOT RESULT IN A NONEXEMPT VIOLATION OF ANY APPLICABLE
SIMILAR LAW.




                                    A-3-1
<PAGE>


REGISTERED        $_____________ /1/

No. R-________                                         CUSIP NO. 31679H AC 1

                         FIFTH THIRD AUTO TRUST 2004-A

                      3.19% ASSET BACKED NOTE, CLASS A-3

         FIFTH THIRD AUTO TRUST 2004-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of __________ DOLLARS, payable on
each Distribution Date to the extent set forth in Section 3.01 of the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee") in the manner and subject to the priority of payment
as set forth in the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
February 20, 2008 (the "Class A-3 Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Except as
otherwise provided in the Indenture, no payments of principal of the Class A-3
Notes shall be made until the Class A-1 Notes and the Class A-2 Notes have
been paid in full. Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.01 of the Indenture. Interest on
this Note will accrue for each Distribution Date from and including the 20th
day of the preceding calendar month (or, in the case of the first Distribution
Date, from the Closing Date) to and including the 19th day of the calendar
month in which such Distribution Date occurs. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

         The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

--------
/1/ Denominations of $1,000 and integral multiples of $1 in excess thereof.

                                    A-3-2
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.



                                    A-3-3
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.

                       FIFTH THIRD AUTO TRUST 2004-A

                       By:    Wilmington Trust Company, not in its
                              individual capacity but solely as Owner Trustee


                              By:    ____________________________________
                                          Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:                  THE BANK OF NEW YORK, not in its individual capacity
                       but solely as Indenture Trustee,


                       By:  _________________________________
                                   Authorized Signatory

                                    A-3-4
<PAGE>

                           REVERSE OF CLASS A-3 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.19% Asset Backed Notes, Class A-3 (herein called the
"Class A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be secured by the Collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-3 Notes will be payable on each Distribution
Date in an amount described on the face hereof only (except as otherwise
provided in the Indenture) after the Outstanding Amount of the Class A-1 Notes
and the Class A-2 Notes is reduced to zero. "Distribution Date" means the 20th
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing July 20, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-3 Final Scheduled
Distribution Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-3 Notes shall be made pro rata to the Class A-3
Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) in the Note Register as of the close of business on the related Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears in the Note Register on such Record Date without requiring that the
Note be submitted for notation of payment, except that, unless Definitive
Notes have been issued pursuant to the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or
more Predecessor Notes) effected by any payments made on any Distribution Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date or on the related Final
Scheduled Distribution Date, then the Indenture Trustee will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date,

                                    A-3-5
<PAGE>

and the amount then due and payable shall be payable only upon presentation
and surrender of this Note at the Indenture Trustee's principal Corporate
Trust Office or at the office of the Indenture Trustee's agent appointed for
such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-3 Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Notes may be
redeemed in whole, but not in part, at the direction of the Servicer on any
Distribution Date on or after the date on which the Pool Balance is less than
or equal to 10% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange of this Note subject to certain
exceptions set forth in the Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, including the Depositor or the Seller or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, shall be deemed to
represent that either (a) it is not, and is not investing plan assets of, an
employee benefit plan (as defined in Section 3(3) of ERISA) or plan (as
defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA
or to Section 4975 of the Code or any Similar Law or (b) its purchase and
holding of the Note or any interest in the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

                                    A-3-6
<PAGE>

         Each Noteholder and Note Owner, by accepting a Note or a beneficial
interest in the Note, as applicable, hereby covenant and agree that they will
not, prior to the date that is one year and one day after payment in full of
all obligations under each Financing with respect to each Bankruptcy Remote
Party, acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote
Party to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against such Bankruptcy Remote
Party under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Bankruptcy Remote Party or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of such Bankruptcy Remote Party.

         The Issuer has entered into the Indenture, and this Note is issued,
with the intention that, for federal, state and local income, single business
and franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest
in a Note), agrees to treat the Notes for federal, state and local income and
franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered
(as of the day of determination) as the owner hereof for all purposes, whether
or not this Note be overdue, and none of the Issuer, the Indenture Trustee or
any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture by
the Issuer with the consent of the Holders of Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes or of the Controlling
Class, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to or
assign of the Issuer under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

                                    A-3-7
<PAGE>

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions that would apply the law of any jurisdiction other than the State
of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, the
Depositor, the Seller, the Servicer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                    A-3-8
<PAGE>

                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

--------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

-------------------------------------------------------------------------

                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:                                                         */

                                            Signature Guaranteed:


                                                               */




------------------------

*/       NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Note in every particular, without alteration, enlargement or any
         change whatsoever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Note
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be
         determined by the Note Registrar in addition to, or in substitution
         for, STAMP, all in accordance with the Securities Exchange Act of
         1934, as amended.


                                    A-3-9
<PAGE>

                                                                   EXHIBIT A-4


                           [FORM OF CLASS A-4 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE, SHALL BE DEEMED TO
REPRESENT THAT EITHER (A) IT IS NOT, AND IS NOT INVESTING PLAN ASSETS OF, AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) OR PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE CODE) THAT IS SUBJECT TO TITLE I OF ERISA
OR TO SECTION 4975 OF THE CODE OR ANY SIMILAR LAW OR (B) ITS PURCHASE AND
HOLDING OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER A PROHIBITED TRANSACTION CLASS
EXEMPTION OR WILL NOT RESULT IN A NONEXEMPT VIOLATION OF ANY APPLICABLE
SIMILAR LAW.



                                    A-4-1
<PAGE>

REGISTERED        $_____________ /1/

No. R-________                                           CUSIP NO. 31679H AD 9

                         FIFTH THIRD AUTO TRUST 2004-A

                      3.70% ASSET BACKED NOTE, CLASS A-4

         FIFTH THIRD AUTO TRUST 2004-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of __________ DOLLARS, payable on
each Distribution Date to the extent set forth in Section 3.01 of the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee") in the manner and subject to the priority of payment
as set forth in the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
October 20, 2011 (the "Class A-4 Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Except as
otherwise provided in the Indenture, no payments of principal of the Class A-4
Notes shall be made until the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes have been paid in full. Capitalized terms used but not defined
herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.01 of the Indenture. Interest on
this Note will accrue for each Distribution Date from and including the 20th
day of the preceding calendar month (or, in the case of the first Distribution
Date, from the Closing Date) to and including the 19th day of the calendar
month in which such Distribution Date occurs. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

         The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

--------
/1/ Denominations of $1,000 and integral multiples of $1 in excess thereof.

                                    A-4-2

<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.


                                    A-4-3
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.


Date:                  FIFTH THIRD AUTO TRUST 2004-A

                       By:    Wilmington Trust Company, not in its
                              individual capacity but solely as Owner Trustee


                              By:    ____________________________________
                                          Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:                  THE BANK OF NEW YORK, not in its individual capacity
                       but solely as Indenture Trustee,


                       By:  _________________________________
                                   Authorized Signatory


                                    A-4-4
<PAGE>

                           REVERSE OF CLASS A-4 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.70% Asset Backed Notes, Class A-4 (herein called the
"Class A-4 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all
terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be secured by the Collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-4 Notes will be payable on each Distribution
Date in an amount described on the face hereof only (except as otherwise
provided in the Indenture) after the Outstanding Amount of the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes is reduced to zero.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing July 20,
2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-4 Final Scheduled
Distribution Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Class A-4
Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) in the Note Register as of the close of business on the related Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears in the Note Register on such Record Date without requiring that the
Note be submitted for notation of payment, except that, unless Definitive
Notes have been issued pursuant to the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or
more Predecessor Notes) effected by any payments made on any Distribution Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date or on the related Final
Scheduled Distribution Date, then the Indenture Trustee will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date,

                                    A-4-5
<PAGE>

and the amount then due and payable shall be payable only upon presentation
and surrender of this Note at the Indenture Trustee's principal Corporate
Trust Office or at the office of the Indenture Trustee's agent appointed for
such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Notes may be
redeemed in whole, but not in part, at the direction of the Servicer on any
Distribution Date on or after the date on which the Pool Balance is less than
or equal to 10% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange of this Note subject to certain
exceptions set forth in the Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, including the Depositor or the Seller or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, shall be deemed to
represent that either (a) it is not, and is not investing plan assets of, an
employee benefit plan (as defined in Section 3(3) of ERISA) or plan (as
defined in Section 4975(e)(1) of the Code) that is subject to Title I of ERISA
or to Section 4975 of the Code or any Similar Law or (b) its purchase and
holding of the Note or any interest in the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

                                    A-4-6
<PAGE>

         Each Noteholder and Note Owner, by accepting a Note or a beneficial
interest in the Note, as applicable, hereby covenant and agree that they will
not, prior to the date that is one year and one day after payment in full of
all obligations under each Financing with respect to each Bankruptcy Remote
Party, acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote
Party to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against such Bankruptcy Remote
Party under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Bankruptcy Remote Party or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of such Bankruptcy Remote Party.

         The Issuer has entered into the Indenture, and this Note is issued,
with the intention that, for federal, state and local income, single business
and franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest
in a Note), agrees to treat the Notes for federal, state and local income and
franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered
(as of the day of determination) as the owner hereof for all purposes, whether
or not this Note be overdue, and none of the Issuer, the Indenture Trustee or
any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture by
the Issuer with the consent of the Holders of Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes or of the Controlling
Class, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to or
assign of the Issuer under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

                                    A-4-7
<PAGE>

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions that would apply the law of any jurisdiction other than the State
of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, the
Depositor, the Seller, the Servicer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.

                                    A-4-8
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

--------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

------------------------------------------------------------------------------

                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:                                                    */

                                            Signature Guaranteed:


                                                          */




------------------------

*/       NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Note in every particular, without alteration, enlargement or any
         change whatsoever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Note
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be
         determined by the Note Registrar in addition to, or in substitution
         for, STAMP, all in accordance with the Securities Exchange Act of
         1934, as amended.


                                    A-4-9
<PAGE>

                                                                     EXHIBIT B


                            [FORM OF CLASS B NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS CLASS B NOTE ("CLASS B NOTE") HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, TRANSFER
OF THIS CLASS B NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION
2.05 OF THE INDENTURE. BY ITS ACCEPTANCE OF THIS CLASS B NOTE, THE HOLDER OF
THIS CLASS B NOTE IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE
TRUSTEE THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (A "QIB"), AS SUCH TERM
IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND IS
ACQUIRING THIS CLASS B NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS).

         NO SALE, PLEDGE OR OTHER TRANSFER OF A NOTE SHALL BE MADE UNLESS SUCH
SALE, PLEDGE OR OTHER TRANSFER IS MADE (I) TO THE DEPOSITOR, THE SELLER OR ONE
OF THE BANKS OR (II)(A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB THAT PURCHASES FOR ITS OWN
ACCOUNT (OR FOR THE ACCOUNT OF A QIB) AND TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND (III) IN ALL CASES, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. AN OPINION
OF COUNSEL SHALL HAVE BEEN DELIVERED TO THE DEPOSITOR AND THE INDENTURE
TRUSTEE IN CONNECTION WITH ANY TRANSFER OF THE NOTES PURSUANT TO CLAUSES
(II)(A) OR (C) ABOVE. EACH TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE
SHALL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS.

                                     B-1
<PAGE>

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE, REPRESENTS THAT IT
IS NOT, AND IS NOT INVESTING PLAN ASSETS OF, AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF ERISA) OR PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE CODE) THAT IS SUBJECT TO TITLE I OF ERISA OR TO SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW.


                                     B-2
<PAGE>



REGISTERED        $_____________ /1/

No. R-________                                            CUSIP NO. 31679H AE 7

                         FIFTH THIRD AUTO TRUST 2004-A

                       3.61% ASSET BACKED NOTE, CLASS B

         FIFTH THIRD AUTO TRUST 2004-A, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of __________ DOLLARS, payable on
each Distribution Date to the extent set forth in Section 3.01 of the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee") in the manner and subject to the priority of payment
as set forth in the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
October 20, 2011 (the "Class B Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Payments
of principal of the Class B Notes shall be subordinated to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes to the
extent set forth in the Indenture. Capitalized terms used but not defined
herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.01 of the Indenture. Interest on
this Note will accrue for each Distribution Date from and including the 20th
day of the preceding calendar month (or, in the case of the first Distribution
Date, from the Closing Date) to and including the 19th day of the calendar
month in which such Distribution Date occurs. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

         The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

--------
/1/ Denominations of $100,000 and integral multiples of $1,000 in excess
thereof.

                                     B-3
<PAGE>


         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

                                     B-4
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.

                       FIFTH THIRD AUTO TRUST 2004-A

                       By:    Wilmington Trust Company, not in its
                              individual capacity but solely as Owner Trustee


                              By:    ____________________________________
                                          Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:                  THE BANK OF NEW YORK, not in its individual capacity
                       but solely as Indenture Trustee,


                       By:  _________________________________
                                   Authorized Signatory



                                     B-5
<PAGE>


                            REVERSE OF CLASS B NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.61% Asset Backed Notes, Class B (herein called the "Class
B Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class B Notes are subject to all
terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be secured by the Collateral pledged as security therefor as provided in the
Indenture. The Class B Notes are subordinated in right of payment to the Class
A Notes as and to the extent provided in the Indenture.

         Principal of the Class B Notes will be payable on each Distribution
Date in an amount described on the face hereof only in accordance with the
provisions of the Indenture and only after (i) the Outstanding Amount of the
Class A-1 Notes is reduced to zero and (ii) to the extent set forth in the
Indenture, after the Outstanding Amount of the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes is reduced to zero. "Distribution Date" means
the 20th day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing July 20, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class B Final Scheduled
Distribution Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class B Notes shall be made pro rata to the Class B
Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) in the Note Register as of the close of business on the related Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears in the Note Register on such Record Date without requiring that the
Note be submitted for notation of payment, except that, unless Definitive
Notes have been issued pursuant to the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or
more Predecessor Notes) effected by any payments made on any Distribution Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date or on the related Final
Scheduled Distribution Date, then the Indenture Trustee will notify

                                     B-6
<PAGE>

the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed or transmitted by facsimile
prior to such Distribution Date, and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class B Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Notes may be
redeemed in whole, but not in part, at the direction of the Servicer on any
Distribution Date on or after the date on which the Pool Balance is less than
or equal to 10% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange of this Note subject to certain
exceptions set forth in the Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, including the Depositor or the Seller or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, represents that either
(a) it is not, and is not investing plan assets of, an employee benefit plan
(as defined in Section 3(3) of ERISA) or plan (as defined in Section
4975(e)(1) of the Code) that is subject to Title I of ERISA or to Section 4975
of the Code or any Similar Law or (b) its purchase and holding of the Note or
any interest in the Note

                                     B-7
<PAGE>

will not result in a non-exempt prohibited transaction under Title I of ERISA,
Section 4975 of the Code, or any applicable Similar Law.

         Each Noteholder and Note Owner, by accepting a Note or a beneficial
interest in the Note, as applicable, hereby covenant and agree that they will
not, prior to the date that is one year and one day after payment in full of
all obligations under each Financing with respect to each Bankruptcy Remote
Party, acquiesce, petition or otherwise invoke or cause any Bankruptcy Remote
Party to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against such Bankruptcy Remote
Party under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Bankruptcy Remote Party or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of such Bankruptcy Remote Party.

         The Issuer has entered into the Indenture, and this Note is issued,
with the intention that, for federal, state and local income, single business
and franchise tax purposes: (i) if the Certificates are owned by a single
beneficial owner, the Notes will qualify as indebtedness of such owner and the
Issuer will be disregarded as an entity separate from such owner, and (ii) if
the Certificates are owned by more than one beneficial owner, the Issuer will
be classified as a partnership for tax purposes and the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest
in a Note), agrees to treat the Notes for federal, state and local income and
franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered
(as of the day of determination) as the owner hereof for all purposes, whether
or not this Note be overdue, and none of the Issuer, the Indenture Trustee or
any such agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture by
the Issuer with the consent of the Holders of Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes or of the Controlling
Class, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to or
assign of the Issuer under the Indenture.

                                     B-8
<PAGE>

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions that would apply the law of any jurisdiction other than the State
of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, the
Depositor, the Seller, the Servicer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                     B-9
<PAGE>

                                  ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

--------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

 ---------------------------------------------------------------------------

                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:                                              */

                                            Signature Guaranteed:


                                                      */






------------------------

*/       NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the within
         Note in every particular, without alteration, enlargement or any
         change whatsoever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Note
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be
         determined by the Note Registrar in addition to, or in substitution
         for, STAMP, all in accordance with the Securities Exchange Act of
         1934, as amended.



                                     B-10
<PAGE>


                                                                     EXHIBIT C
                           FORM OF INVESTMENT LETTER


Citigroup Vehicle Securities Inc.
390 Greenwich Street
New York, New York 10013

The Bank of New York, as Indenture Trustee
101 Barclay Street - 8 West
New York, New York 10286

Ladies and Gentlemen:

         In connection with our proposed purchase of $______________ aggregate
principal amount of Class B Notes (the "Securities") of Fifth Third Auto Trust
2004-A (the "Issuer"), we confirm that:

         1. We understand that the Securities have not been registered under
         the Securities Act of 1933, as amended (the "Securities Act"), and
         may not be sold except as permitted in the following sentence. We
         understand and agree, on our own behalf and on behalf of any accounts
         for which we are acting as hereinafter stated, (x) that such
         Securities are being offered only in a transaction not involving any
         public offering within the meaning of the Securities Act and (y) that
         such Securities may be resold, pledged or transferred only (i) to
         Fifth Third Auto Funding LLC (the "Seller") or (ii) to a person or
         entity that the transferor of the Securities reasonably believes
         after due inquiry is a "qualified institutional buyer" (a "QIB"), as
         such term is defined in Rule 144A under the Securities Act ("Rule
         144A"), acting for its own account (and not for the account of
         others) or as a fiduciary or agent for others (which others also are
         QIBs) and in reliance on, and to whom notice is given that the sale,
         pledge or transfer is being made in reliance on, Rule 144A. We will
         notify any purchaser of the Securities from us of the above resale
         restrictions, if then applicable. We further understand that in
         connection with any transfer of the Securities by us that the Seller
         and the Indenture Trustee may request, and if so requested we will
         furnish, such certificates and other information as they may
         reasonably require to confirm that any such transfer complies with
         the foregoing restrictions. We understand that no sale, pledge or
         other transfer may be made to any one person or entity of Securities
         with a face amount of less than $100,000 and, in the case of any
         person or entity acting on behalf of one or more third parties (other
         than a bank (as defined in Section 3(a)(2) of the Securities Act)
         acting in its fiduciary capacity), of Securities with a face amount
         of less than $100,000 for each such third party.

         2. We are a QIB and are acquiring the Securities for our own account
         (and not for the account of others) or as a fiduciary or agent for
         others (which others also are QIBs). We are familiar with Rule 144A
         and are aware that the seller of the Securities and other parties
         intend to rely on the statements made herein and the exemption from
         the registration requirements of the Securities Act provided by Rule
         144A. In this regard, we have received (a) a copy of the Prospectus
         dated May 28, 2004 and the Prospectus

                                     C-1
<PAGE>

         Supplement dated June 9, 2004 and (b) such other written
         information, if any, as we have requested concerning the Indenture,
         the Securities, the Issuer and the trustees. We have reviewed and
         understand the material to which reference is made in this paragraph
         2, and understand that risks are involved in an investment in the
         Securities. We represent that in making our investment decision to
         acquire the Securities, we have not relied on representations,
         warranties, opinions, projections, financial or other information or
         analyses, if any, supplied to us by any person, including the
         Issuer, the Depositor, the Seller, the trustees or any of their
         respective affiliates except as expressly contained in the
         Prospectus, the Prospectus Supplement and in the other written
         information, if any, provided pursuant to our request.

         3. We understand that the Seller, the Issuer, the Indenture Trustee
         and others will rely upon the truth and accuracy of the foregoing
         acknowledgments, representations and agreements, and we agree that if
         any of the acknowledgments, representations and agreements deemed to
         have been made by us by our purchase of the Securities, for our own
         account or for one or more accounts as to each of which we exercise
         sole investment discretion, are no longer accurate, we shall promptly
         notify the Seller, the Issuer and the Indenture Trustee.

         4. You are entitled to rely upon this letter and you are irrevocably
         authorized to produce this letter or a copy hereof to any interested
         party in any administrative or legal proceeding or official inquiry
         with respect to the matters covered hereby.

         5. We are not an employee benefit plan or similar plan or arrangement
         subject to Title I of the Employee Retirement Income Security Act of
         1974, as amended, Section 4975 of the Internal Revenue Code of 1986,
         as amended, or any similar federal state or local law and are not
         investing on behalf of or with plan assets of any such plan.

         Capitalized terms used but not defined herein are defined in the
Indenture dated as of June 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, as Indenture Trustee, which also contains rules as to
construction that shall be applicable herein.

                                  Very truly yours,


                                  [NAME OF PURCHASER]


                                         By:_________________________________
                                         Name:
                                         Title:
                                         Date:

                                     C-2